Exhibit 10.15


 


 


 


 


AXIS SPECIALTY U.S. SERVICES, INC.


 


SUPPLEMENTAL RETIREMENT PLAN


 


 


(Effective January 1, 2004)


 


 


 

















 


TABLE OF CONTENTS FOR 

AXIS SPECIALTY U.S. SERVICES, INC.


SUPPLEMENTAL
RETIREMENT PLAN


 


	
   

  	
   

  	
  Page

  
	
  Article I.  The Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Establishment of the Plan

  	
  1

  
	
  1.2

  	
  Purpose of the Plan

  	
  1

  
	
  1.3

  	
  Applicability of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article II.  Definitions

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Account

  	
  2

  
	
  2.2

  	
  Administrative Committee

  	
  2

  
	
  2.3

  	
  Affiliate

  	
  2

  
	
  2.4

  	
  Beneficiary

  	
  2

  
	
  2.5

  	
  Board

  	
  2

  
	
  2.6

  	
  Code

  	
  3

  
	
  2.7

  	
  Corporation

  	
  3

  
	
  2.8

  	
  Effective Date

  	
  3

  
	
  2.9

  	
  Employee

  	
  3

  
	
  2.10

  	
  Employer

  	
  3

  
	
  2.11

  	
  Employment
  Commencement Date

  	
  3

  
	
  2.12

  	
  ERISA

  	
  3

  
	
  2.13

  	
  Participant

  	
  4

  
	
  2.14

  	
  Plan

  	
  4

  
	
  2.15

  	
  Plan Administrator

  	
  4

  
	
  2.16

  	
  Plan Year

  	
  4

  
	
  2.17

  	
  Severance from Employment

  	
  4

  
	
  2.18

  	
  Valuation Date

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article III. Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility

  	
  4

  
	
  3.2

  	
  Duration

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article IV.  Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Salary Reduction
  Contributions

  	
  5

  
	
  4.2

  	
  Bonus Deferral
  Contributions

  	
  5

  
	
  4.3

  	
  Discretionary Employer
  Contributions

  	
  5

  
	
  4.4

  	
  Forfeitability of Benefits

  	
  5

  
				



 


 


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  Article V.  Accounts; Financing

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Participant Accounts

  	
  6

  
	
  5.2

  	
  Valuation of Participant
  Accounts.

  	
  6

  
	
  5.3

  	
  Unsecured General Creditor

  	
  6

  
	
  5.4

  	
  Statement of Accounts

  	
  7

  
	
   

  	
   

  	
   

  
	
  Article VI.  Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Timing and Form of Payout

  	
  7

  
	
  6.2

  	
  Payments Upon Disability

  	
  7

  
	
  6.3

  	
  Payments Upon Death

  	
  7

  
	
  6.4

  	
  Hardship Distributions

  	
  7

  
	
  6.5

  	
  Immediate Distributions

  	
  8

  
	
  6.6

  	
  Termination of Employment

  	
  8

  
	
  6.7

  	
  No Additional Withdrawals

  	
  8

  
	
   

  	
   

  	
   

  
	
  Article VII.  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Administration.

  	
  9

  
	
  7.2

  	
  Appeals from Denied Claims

  	
  10

  
	
  7.3

  	
  Tax Withholding

  	
  11

  
	
  7.4

  	
  Expenses

  	
  11

  
	
  7.5

  	
  Beneficiary Designation.

  	
  11

  
	
   

  	
   

  	
   

  
	
  Article VIII.  Adoption of the Plan by Affiliates;
  Amendment and Termination of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Adoption of the Plan by
  Affiliates

  	
  11

  
	
  8.2

  	
  Amendment and Termination

  	
  11

  
	
   

  	
   

  	
   

  
	
  Article IX.  Miscellaneous Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Nonalienation

  	
  12

  
	
  9.2

  	
  Distribution to Minors and
  Incompetents

  	
  12

  
	
  9.3

  	
  Not a Contract of
  Employment

  	
  12

  
	
  9.4

  	
  Protective Provisions

  	
  12

  
	
  9.5

  	
  Notice

  	
  12

  
	
  9.6

  	
  Successors.

  	
  13

  
	
  9.7

  	
  Severability

  	
  13

  
	
  9.8

  	
  Applicable Law

  	
  13

  
	
   

  	
   

  	
   

  



 


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AXIS SPECIALTY U.S. SERVICES, INC.


SUPPLEMENTAL RETIREMENT PLAN


 


 


Article I.  The Plan


 


1.1                               Establishment of the Plan


 


AXIS
Specialty U.S. Services, Inc. (the “Corporation”) hereby establishes the Axis
Specialty U.S. Services, Inc. Supplemental Retirement Plan (the “Plan”) for
eligible employees of the Corporation and participating Affiliates, effective
as of January 1, 2004 (“the Effective Date”).


 


1.2                               Purpose of the Plan


 


The
Plan is intended to permit eligible employees of the Corporation and its Affiliates
that have adopted the Plan to accumulate additional retirement income through a
nonqualified deferred compensation plan that enables them to make salary
reduction contributions in excess of those permitted under the Axis 401(k)
Savings Plan (the “401(k) Saving Plan”), to make bonus reduction contributions,
and to receive discretionary employer contributions.


 


The
group of eligible employees shall be limited to a “select group of management
or highly compensated employees” within the meaning of ERISA Section 201(2).


 


Benefits
provided under this Plan shall be paid solely from the general assets of the
Corporation and participating Affiliates. 
This Plan, therefore, is exempt from the participation, vesting, funding
and fiduciary requirements of Title I of ERISA.  The Corporation may establish a trust (the “Trust”), which may be
used to pay benefits arising under the Plan and all costs, charges and expenses
relating thereto; except that, to the extent that the funds held in the Trust
are insufficient to pay such benefits, costs, charges and expenses, the
Corporation shall pay such benefits, costs, charges and expenses.


 


1.3                               Applicability of the Plan


 


This
Plan applies only to eligible Employees as
defined in Section 2.9 of the Plan.


 


 


1

















 


 


Article II.  Definitions


 


Whenever used in the Plan, the following terms shall
have the meanings set forth below unless otherwise expressly provided.  When the defined meaning is intended, the
term is capitalized. The definition of any term in the singular shall also
include the plural.


 


2.1                               Account


 


Account means the bookkeeping account for each
Participant that represents the Participant’s total interest under the
Plan.  A Participant’s Account consists
of the following subaccounts:


 


(a)                                  Salary Reduction Account means the portion of the Account attributable to
salary reduction contributions made on the Participant’s behalf under Section
4.1, including any gains and losses credited on such contributions under
Section 5.2.


 


(b)                                 Bonus Reduction Account means the portion of the Account attributable to
bonus reduction contributions made on the Participant’s behalf under Section
4.2, including any gains and losses credited on such contributions under
Section 5.2.


 


(c)                                  Discretionary Employer Account means the portion of the Account
attributable to contributions made by the Employer on the Participant’s behalf
under Section 4.3 including any gains and losses credited on such contributions
under Section 5.2


 


2.2                               Administrative Committee


 


Administrative Committee means the committee
appointed in accordance with Section 7.1 to administer the Plan.


 


2.3                               Affiliate


 


Affiliate means any entity which, along with the
Corporation, is a member of a controlled group of employers under Code Section
414(b), (c), (m), or (o) that has adopted the Plan.


 


2.4                               Beneficiary


 


The person, persons or entity designated by the
Participant to receive any death benefits payable under the Plan on the
beneficiary designation form prepared by the Administrative Committee.


 


2.5                               Board


 


Board means the Corporation’s Board of Directors.


 


2

















 


 


 


2.6                               Code


 


Code means the Internal Revenue Code of 1986, as
amended, or as it may be amended from time to time.  A reference to a particular section of the Code also shall be
deemed to refer to the regulations under that Code section.


 


2.7                               Corporation


 


Corporation means Axis Specialty U.S.
Services, Inc. or any successor thereto.


 


 


2.8                               Effective Date


 


Effective
Date means the date set forth in Section 1.1.


 


2.9                               Employee


 


Employee
means any person who is (1) a U.S. citizen, (2) in the active employ of the Corporation or a participating Affiliate, (3)
anticipated to receive annual base salary  equal to or greater than two hundred thousand dollars ($200,000)
(or such other amount determined by the Administrative Committee), and (4) determined by the Administrative
Committee as being part of a group of management or highly compensated
employees within the meaning of ERISA Section 201(2).


 


2.10                        Employer


 


Employer
means the Corporation and each Affiliate which has adopted this Plan for its
eligible Employees.


 


2.11                        Employment Commencement Date


 


Employment
Commencement Date means the date an Employee first provides services to the
Corporation or an Affiliate.


 


2.12        ERISA


 


ERISA
means the Employee Retirement Income Security Act of 1974, as amended, or as it
may be amended from time to time.  A
reference to a particular section of ERISA shall also be deemed to refer to the
regulations under that section.


 


 


 


3

















 


2.13        Participant


 


Participant
means an Employee of an Employer who has met, and continues to meet, the
eligibility requirements of Sections 3.1 and 3.2.


 


2.14        Plan


 


Plan
means the Axis Specialty U.S. Services, Inc. Supplemental Retirement Plan, as
amended from time to time.


 


2.15        Plan
Administrator


 


Plan
Administrator means the Administrative Committee of the Plan appointed pursuant
to Section 7.1 of the Plan.


 


2.16        Plan Year


 


Plan
Year means the calendar year.


 


2.17        Severance
from Employment


 


Severance
from Employment means an Employee’s death or resignation, discharge, or
retirement from the Corporation and its Affiliates.


 


2.18        Valuation
Date


 


Valuation
Date means the last day of each calendar quarter and any other date that the
Plan Administrator selects in its sole discretion for the revaluation and
adjustment of Accounts.


 


Article III. 
Participation


 


3.1                               Eligibility


 


(a)                                  An Employee shall be
eligible to participate in the Plan as of the first date of the Plan Year.


 


(b)                                 Any Employee hired during
the year shall be eligible to participate on the first day of the month
immediately following the date he or she becomes eligible to participate.


 


(c)                                  The election to participate
shall be effective upon completion of the enrollment forms, which designate the
timing and form of payments to be made.


 


3.2                               Duration


 


An
Employee who becomes a Participant under Section 3.1 shall remain an active
Participant until he or she no longer is an Employee as defined in Section
2.9.  No contributions shall be


 


 


 


4

















 


 


credited
to the Account of an individual after his or her active participation has been
terminated.  However, such individual
shall continue to be a Participant for all other purposes until all benefits to
which he or she is entitled to receive under this Plan have been paid.


 


Article IV.  Benefits


 


4.1                               Salary Reduction Contributions


 


Each
Participant in this Plan may execute a supplemental salary reduction agreement
annually on a form prescribed by the Administrative Committee.  On this form the Participant may elect to
reduce his or her base salary for the Plan Year by a whole percentage that does
not exceed one hundred percent (100%). 
The supplemental salary reduction agreement shall be executed prior to
the first day of the Plan Year for which it is to be effective or, in the case
of a Participant who first becomes eligible to participate in the Plan during
the Plan Year, the supplemental salary reduction agreement shall be executed
within 30 days of initial eligibility under this Plan, effective for base
salary earned subsequent to the election. 
The supplemental salary reduction agreement for any Plan Year shall be
irrevocable for such Plan Year.  This
election shall remain in effect for the Plan Year, provided that it shall be
revoked automatically once a Participant ceases to be an active Participant as
set forth in Section 3.2 of this Plan.


 


4.2                               Bonus Deferral Contributions


 


Each
Participant in this Plan may execute a bonus reduction agreement annually on a
form prescribed by the Administrative Committee.  On this form the Participant may elect to reduce his or her bonus
by a whole percentage that does not exceed one hundred percent (100%).  The bonus reduction agreement shall be
executed prior to the first day of the Plan Year for which it is to be
effective or, in the case of a Participant who first becomes eligible to
participate in the Plan during the Plan Year, the bonus reduction agreement
shall be executed within 30 days of initial eligibility under this Plan,
effective for bonus earned subsequent to the election.  The bonus reduction agreement for any Plan
Year shall be irrevocable for such Plan Year, provided that a bonus reduction
agreement shall be revoked automatically once a Participant ceases to be an
active Participant as set forth in Section 3.2 of this Plan.


 


4.3                               Discretionary Employer Contributions


 


The
amount of the discretionary employer contribution allocated to the Account for
a Plan Year shall be an amount, if any, as determined by the Corporation from
time to time for any particular Participant. 
To receive this discretionary employer contribution, a Participant must
be employed on the last day of the Plan Year.


 


4.4                               Forfeitability of Benefits


 


Participants
shall have a 100% vested and nonforfeitable right to the balance of their
Salary Reduction Account and Bonus Reduction Account at all times, subject,
however, to the substantial risk of forfeiture set forth in Section 5.3.


 


 


 


5

















 


Subject
to the substantial risk of forfeiture set forth in Section 5.3, Participants
shall vest in the Discretionary Employer Account according to the following
schedule:


 


	
  Years
  of Service

  	
   

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  25%

  	
   

  
	
  2

  	
   

  	
  50%

  	
   

  
	
  3

  	
   

  	
  75%

  	
   

  
	
  4

  	
   

  	
  100%

  	
   

  



 


Years
of Service shall be computed from the Participant’s Employment Commencement
Date with the Employer to his or her severance from employment.


 


 


Article V.  Accounts;
Financing


 


5.1                               Participant Accounts


 


Each
contribution credited to a Participant under Article IV shall be allocated to
an individual bookkeeping Account maintained on behalf of that Participant by
the Administrative Committee.  Each
Participant’s Account shall be adjusted for earnings in the manner described in
Section 5.2


 


5.2                               Valuation of Participant Accounts


 


The
Corporation may establish a rabbi trust (“Trust”) and may (but is not required)
make contributions to it corresponding to any or all amounts accrued under
Article IV.  These contributions will be
credited with income, expenses, gains and losses in accordance with the
investment experience of the Trust.  The
Administrative Committee may direct the trustee of the Trust to establish
investment funds in accordance with rules prescribed by the Administrative
Committee.  The Administrative Committee
may alter the available funds or the procedures for allocating Account balances
among them at any time.


 


5.3                               Unsecured General Creditor


 


Participants
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interest or claims in any property or assets of Employer
superior to that of an unsecured general creditor.  The benefits under this Plan shall be paid out of the general assets
of the Employer (including assets held in the Trust).  To the extent that any person acquires a right to receive
payments under this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Employer. 
Nothing contained in this Plan, and no action taken pursuant to the
provisions of this Plan, shall create a fiduciary relationship between the
Employer and any Participant or Beneficiary or a right of continued employment
for any Participant.


 


6

















 


5.4                               Statement of Accounts


 


The
Administrative Committee shall submit to each Participant, after the close of
each Plan Year, a statement in such form as the Administrative Committee deems
desirable setting forth the balance to the credit of such Participant in his or
her Account as of the last day of the Plan Year.


 


Article VI. 
Distributions


 


6.1                               Timing and Form of Payout


 


Participants
may select the timing of payouts for their Salary Reduction Accounts and their
Bonus Reduction Accounts to occur during January of a specific year or upon
termination of employment.  Participants
may select the form of payouts as either one lump sum of the above described
accounts or annual installments not to exceed fifteen (15) years.  Only a single election as to timing and form
of payout can be made annually with respect to all amounts deferred during a
single Plan Year and earnings on those deferred amounts.  Any such single election shall be
irrevocable except as provided for in this section.  This election as to timing and form can only be changed if
submitted in writing to the Plan Administrator at least 24 months prior to the
date of the original election as to timing of the payout.


 


The
payments to Participants of their Salary Reduction Accounts and their Bonus
Reduction Accounts shall commence within the first 30 days of the calendar
quarter following the event that gives rise to the distribution.  Except as provided in this section, payouts
shall be made in accordance with the designations made in the deferral election
forms filed by the Participant with the Administrative Committee.


 


6.2                               Payments Upon Disability


 


A
Participant determined by the Administrative Committee to have suffered a
disability will be treated as having incurred a termination of employment for
purposes of payouts under this Plan.  A
Participant will receive a single lump sum distribution of his or her vested
Discretionary Employer Account, Salary Reduction Account and Bonus Reduction
Account. A Participant will be considered to have suffered a disability if he
is eligible for a distribution under the Axis 401(k) Savings Plan.


 


6.3                               Payments Upon Death


 


Upon
the death of a Participant, a Participant’s Beneficiary will receive a single
lump sum payment equal to the Participant’s vested Discretionary Employer
Account, Salary Reduction Account and Bonus Reduction Account, provided
however, that if installment payments had commenced to the Participant, the
Participant’s beneficiary may choose between continuing to receive installment
payments or a lump sum distribution of the Participant’s remaining Account
balance.


 


7

















 


6.4          Hardship
Distributions


 


In
the event of financial hardship of the Participant, the Participant may apply
to the Administrative Committee for the distribution of all or any part of his
or her Salary Reduction Account and Bonus Reduction Account.  The Administrative Committee shall have the
right, in its sole discretion, to allow such distribution.  Upon a finding of financial hardship, the
Administrative Committee shall make the appropriate distribution to the
Participant from amounts held by the Administrative Committee in respect of the
Participant’s Salary Reduction Account and Bonus Reduction Account.  In no event shall the aggregate amount of
the distribution exceed the amount determined by the Administrative Committee
to be necessary to alleviate the Participant’s financial hardship (which
financial hardship may be considered to include any taxes due because of the
distribution occurring because of this Section), and which is not reasonably
available from other resources of the Participant.  “Financial hardship” means (a) a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in Code section 152(a)) of the
Participant, (b) loss of the Participant’s property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of event beyond the control of the Participant, each as determined to exist by
the Administrative Committee.  Hardship
distributions cannot be made from a Participant’s Discretionary Employer
Account.


 


 6.5         Immediate Distributions


 


A
Participant shall have the option to request a full or partial distribution of
his or her Salary Reduction Account and Bonus Reduction Account subject to the
approval of the Administrative Committee. 
In no event will the withdrawal be greater than 100% of the value of the
above described accounts. Any amount paid pursuant to this Section shall be
subject to a ten percent (10%) penalty, with the amount of the penalty
permanently forfeited from the Participant’s Salary Reduction Account and Bonus
Reduction Account and returned to the Employer on or about the date of the distribution.  An immediate distribution cannot be made
from a Participant’s Discretionary Employer Account.


 


6.6                               Termination of Employment


 


Upon
a Participant’s termination of employment, a Participant will receive a single
lump sum payment equal to the Participant’s vested Discretionary Employer
Account, Salary Reduction Account and Bonus Reduction Account.


 


6.7          No
Additional Withdrawals


 


A
Participant may not receive a distribution from his or her Account, except as
provided for in this Article.


 


8

















 


Article VII. 
Administration


 


7.1                               Administration


 


The
Plan shall be administered by the Administrative Committee appointed by the
Board to serve as the Plan Administrator. 
The Administrative Committee shall consist of one or more persons
appointed by the Board.  The Board may
remove any member of the Administrative Committee at any time, with or without
cause, and may fill any vacancy.  If a
vacancy occurs, the remaining member or members of the Administrative Committee
shall have full authority to act.  The
Board will transmit to the trustee of any Trust created the names and
authorized signatures of the members of the Administrative Committee and, as
changes take place in membership, the names and signatures of new members.  Any member of the Administrative Committee
may resign by delivering his or her written resignation to the Board, the
trustee and the Administrative Committee. 
Any such resignation becomes effective upon its receipt by the Board or
on such other date as is agreed to by the Board and the resigning member.  The Administrative Committee acts by a
majority of its members at the time in office and may take action either by
vote at a meeting or by consent in writing without a meeting.  The Administrative Committee may adopt such
rules and appoint such subcommittees as it deems desirable for the conduct of
its affairs and the administration of the Plan.


 


The
Administrative Committee may from time to time employ agents and delegate to
them such administrative duties as it deems desirable.


 


The
Administrative Committee as Plan Administrator shall have all powers necessary
or appropriate to carry out the provisions of the Plan.  The Plan Administrator shall have absolute
and complete discretionary authority to interpret and administer the Plan and
shall have the exclusive right to make any finding of fact necessary or
appropriate for any purpose under the Plan including, but not limited to, the
determination of eligibility for and amount of any benefit.  The Plan Administrator shall have the
exclusive right to interpret the terms and provisions of the Plan and to
determine any and all questions arising under the Plan or in connection with
its administration, including, without limitation, the right to remedy or
resolve possible ambiguities, inconsistencies, or omissions by general rule or
particular decision, all in its sole and absolute discretion.  To the extent permitted by law, all findings
of fact, determinations, interpretations, and decisions of the Plan Administrator
shall be conclusive and binding upon all persons having or claiming to have any
interest or right under the Plan.  The
Plan Administrator may, in its sole and absolute discretion, delegate any of
its powers and duties under this Plan to one or more subcommittees or
individuals.  In such a case, every
reference in the Plan to the Plan Administrator shall be deemed to include such
matters within their jurisdiction.  The
Plan Administrator shall have the right to consult with attorneys and other advisors
regarding its duties under this Plan, which attorneys and advisors may be
employed by an Employer.


 


The
Corporation agrees to indemnify and hold harmless each member of the
Administrative Committee against any and all expenses and liabilities arising
out of his or her action or failure to act in such capacity, excepting only
expenses and liabilities arising out of his or her own gross negligence or
willful misconduct.  This right of
indemnification is in addition to any other rights


 


9

















 


to
which a member of the Administrative Committee may be entitled.  The liabilities and expenses against which a
member of the Administrative Committee is indemnified hereunder include,
without limitation, the amount of any settlement or judgment, costs, counsel
fees and related charges reasonably incurred in connection with a claim
asserted or a proceeding brought against such member or the settlement
thereof.  The Corporation may, at its
own expense, settle any claim asserted or proceeding brought against any member
of the Administrative Committee when such settlement appears to be in the best
interests of the Corporation.


 


The
members of the Administrative Committee shall serve without compensation for
services as such.  All expenses of the
Administrative Committee shall be paid by the Corporation.


 


7.2                               Appeals from Denied Claims


 


Any
participant may file a claim for benefits. 
If the claim is denied, the claimant shall be provided written notice
within 90 days with:


 


•                  Specific
reasons for the denial;


•                  Specific
references to the Plan provisions on which the denial is based;


•                  A description
of any additional information needed and why it is needed; and


•                  An explanation
of (1) the procedures and time limits for an appeal, (2) the right to obtain
information about the procedures and (3) the right to sue in federal court.


 


                If there are
special circumstances delaying the determination of the claim, the claimant may
be notified within the 90-day period explaining the special circumstances and
stating that an answer will be provided within 90 more days.  If an answer is not received within the 90
days (or 180 days if an extension notice has been provided), the claim shall be
deemed denied.


 


                Any claimant for a
benefit (or, as applicable, his or her estate or other representative
beneficiary) may, within sixty (60) days after receipt of a letter of denial
appeal to the Administrative Committee, by writing to:  Administrative Committee, Axis Specialty
U.S. Services, Inc., and may request a review of the denial of the benefit,
with opportunity to submit his or her position in writing.  Appeals not timely filed shall be
barred.  The claimant is entitled to:


 


•                  receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to his or her claim.


•                  submit written
comments, documents, records and other information relating to the claim, which
will be considered without regard to whether such information was submitted or
considered in the initial determination.


 


                The Administrative
Committee will render a written decision, written in a manner calculated to be
understood by the claimant, and mail the written decision to the claimant at
the claimant’s last address known to the plan sponsor, specifying by reference
to the Plan the reasons for denial of such part or all of the claimed benefit
as it denies upon review.  Such letter
shall state the claimant is entitled to receive, upon request and free of
charge, reasonable access to,


 


 


10

















 


and copies of all documents, records and other information relevant to
the claim; and shall describe the Plan’s appeal procedure.


 


7.3                               Tax Withholding


 


The Employer may withhold from any payment under this Plan any federal,
state, or local taxes required by law to be withheld with respect to the
payment and any sum the Employer may reasonably estimate as necessary to cover
any taxes for which it may be liable and that may be assessed with regard to
the payment.


 


7.4                               Expenses


 


All expenses incurred in the administration of the Plan shall be paid
by the Employer.


 


7.5                               Beneficiary Designation


 


(a)                                  Each
Participant shall have the right, at any time, to designate any person,
persons, or entity as his or her Beneficiary or Beneficiaries to whom payment
under the Plan shall be paid in the event of his or her death.  Any Beneficiary designation may be changed
by a Participant by filing such change on a form prescribed by the
Administrative Committee.  The filing of
a new Beneficiary designation form will supersede and cancel all Beneficiary
designations previously filed.


 


(b)                                 If a
Participant fails to designate a Beneficiary as provided above, or if his or
her Beneficiary designation is revoked by operation of law or otherwise without
execution of a new designation, or if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participant’s
benefits, then the Participant’s Beneficiary shall be deemed to be the first
surviving of the following classes of Beneficiaries:  the Participant’s spouse, the Participant’s children (per
stirpes), the Participant’s parents and then the Participant’s estate.


 


Article VIII. 
Adoption of the Plan by Affiliates; Amendment and Termination of the
Plan


 


8.1                               Adoption of the Plan by Affiliates


 


Affiliates of the Corporation shall adopt the Plan in a writing signed
by an officer of the Affiliate.


 


8.2                               Amendment and Termination


 


The Corporation hereby reserves 
the right to amend, modify or terminate the Plan at any time and for any
reason by action of the Board of Directors of the Corporation.  However, no amendment or termination shall
adversely affect the amount of benefits accrued by a Participant prior to the
date of the amendment or termination. 
Upon the termination of the Plan, the Employer may discharge in full its
obligations to any Participant upon payment of the Participant’s Account.


 


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Article IX. 
Miscellaneous Provisions


 


9.1                               Nonalienation


 


No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge.  Any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge shall be
void.  Benefits shall not be in any
manner subject to the debts, contracts, liabilities, engagements, or torts of,
or claims against, any Participant or Beneficiary, including claims of
creditors, claims for alimony or support, and any other like or unlike claims.


 


9.2                               Distribution to Minors and Incompetents


 


In making any distribution to or for the benefit of any minor or
incompetent person, the Administrative Committee, in its sole and absolute
discretion, may, but need not, direct such distribution to a legal or natural
guardian or other relative of such minor or court appointed committee of such
incompetent, or to any adult with whom such minor or incompetent temporarily or
permanently resides, and any such guardian, committee, relative or other person
shall have full authority and discretion to expend such distribution for the
use and benefit of such minor or incompetent. 
The receipt of such guardian, committee, relative or other person shall
be a complete discharge to the Employer hereunder without any responsibility on
its part or on the part of the Administrative Committee to see the application
thereof.


 


9.3                               Not a Contract of Employment


 


The terms and conditions of this Plan shall not be deemed to constitute
a contract of employment between the Participant and Employer and the
Participant (or his or her Beneficiary) shall have no rights against Employer
except as may otherwise be specifically provided herein.  Moreover, nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of
Employer or to interfere with the right of Employer to discipline or discharge
him at any time for any reason whatsoever.


 


9.4                               Protective Provisions


 


A Participant will cooperate with Employer by furnishing any and all
information requested by Employer in order to facilitate the payment of
benefits hereunder, and taking such action as may be requested by Employer or
the Administrative Committee.


 


9.5                               Notice


 


Any
notice of filing required or permitted to be given to the Administrative
Committee under this Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Administrative Committee at
11680 Great Oaks Way, Suite 400, Alpharetta, GA  30022.  Such notice shall
be deemed given as of the date of delivery.


 


 


 


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9.6                               Successors


 


The provisions of this Plan shall bind and
inure to the benefit of Employer and its successors and assigns.  The term “successors” as used herein shall
include any entity, which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets of
Employer, and successors of any such entity.


 


9.7          Severability


 


If any provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect its remaining parts.  The Plan shall be construed and enforced as
if it did not contain the illegal or invalid provision.


 


9.8          Applicable
Law


 


Except to the extent preempted by applicable federal law, this Plan
shall be governed by and construed in accordance with the laws of the State of
Georgia.


 


 


                IN
WITNESS WHEREOF, AXIS Specialty U.S. Services, Inc., on behalf of
itself, has caused its authorized officers to execute this document on February
25, 2004, effective as of January 1, 2004.


 


	
   

  	
  AXIS SPECIALTY U.S. SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Dennis B. Reding

  
	
   

  	
  Its:
  Executive Vice President

  



 


 


ATTEST:


 


/s/ Richard T. Gieryn, Jr.


 


                IN WITNESS
WHEREOF, AXIS Specialty Limited has adopted this Plan and, on behalf
of itself, has caused its authorized officers to execute this document on
February 25, 2004, effective as of January 1, 2004.


 


	
   

  	
  AXIS SPECIALTY LIMITED

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Clare E. Moran

  
	
   

  	
  Its:
  Vice President

  



 


ATTEST:


 


/s/ Carol S. Rivers


 


 


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