Exhibit 10(O) - Material Contract - ORI Great West Holdings Key Employees Performance
      Recognition Plan


     

    
 

    


    


    


    KEY
      EMPLOYEES PERFORMANCE RECOGNITION PLAN

    


    


    


    
 

    


    


    


    


    
 

     

    


    


    


    


    
 

    


    


    


    


    


    


    ORI
      GREAT WEST HOLDINGS, INC.

    Great
      West Casualty Company

    Great
      West Insurance Agencies, Inc.

    Central
      Data Services, Inc.

    Great
      West Risk Management

    


    


    January
      1, 2002

    


    


    


    


    


    


    


    


    


    


    


    KEY
      EMPLOYEES PERFORMANCE RECOGNITION PLAN

     

    
       

       

       

    

    ARTICLE
      ONE

    PURPOSE
      AND EFFECTIVE DATE

    


    1.1
      The
      purpose of this Plan is to further the long term growth in earnings of ORI
      Great
      West Holdings, Inc. by offering current and long term incentives in addition
      to
      basic salary to those officers and key employees of this company and its
      employers who have been or are expected to be largely responsible for such
      growth.

    


    1.2
      This
      Plan is effective as of January 1, 1987. It is amended and restated January
      1,
      2002.

    


    ARTICLE
      TWO


    DEFINITIONS

    


    2.1
      "Plan"
      shall
      mean this Key Employees Performance Recognition Plan.

    


    2.2
      "Company"
      shall
      mean ORI Great West Holdings, Inc.

    


    2.3
      "Employer"
      and
      "Employers"
      shall
      mean the Company and each other corporation or organization which is wholly
      or
      partially owned or operated by or in conjunction with the Company, either
      directly or indirectly, and is designated by the Committee as an Employer under
      this Plan. As of today, the Employers are:

    


    Great
      West Casualty Company

    Joe
      Morten & Son, Inc.

    Central
      Data Services, Inc.

    Great
      West Insurance Agencies, Inc.

    Great
      West Risk Management

    Great
      West Services, Inc.

    American
      General Agency, Inc.

    Great
      West Underwriters, Inc.

    Midwest
      Insurance, Inc.

    Motor
      Ways, Inc.

    Truckmen
      Underwriters Agency, Inc.

    National
      Adjustment Company

    Specialty
      Transportation Agency

    Advantage
      Truck Insurance, Inc.

    American
      Trucker Insurance Agency, Inc.

    


    2.4
      "Chief
      Executive Officer"
      means
      the chief executive officer of Great West Casualty Company. 

    


    2.5
      "Committee"
      shall
      mean the committee appointed to direct the administration of the Plan, and
      shall
      consist of the CEO, Great West Casualty Company, and the Chairman and President
      of Old Republic International Corporation.

    


    2.6
      "Employee"
      shall
      mean any person who is employed by an Employer on a full - time regular basis
      and who is compensated for such employment by a regular salary.

    


    2.7
      "Eligible
      Employee"
      shall
      mean an Employee who has been selected to share in the allocation of the
      Performance Recognition Pool for any given year.

    


    2.8
      "Year
      of Service"
      shall
      mean each year of continuous employment with an Employer after first
      establishing an Account in the plan.

    


    2.9
      "Account"
      shall
      mean, for any Employee, the record of:

    


    (a)
      credits in connection with the allocations, if any, credited to an
      account,

    


    (b)
      payments to him under the Plan pursuant to Article Six of the Plan,
      and

    


    (c)
      forfeitures, if any, pursuant to Article Seven of the Plan.

     

    
      
        
        

      

      
        -2-

        
        

      

      
        
        

      

    

    2.10
      "Calculation
      Year"
      shall
      mean the Company's fiscal year immediately preceding the year for which the
      Performance Recognition Pool is being calculated.

    


    If
      there
      is an operating loss in the year prior to the Calculation year, the “prior year”
to be used in the following definitions and for Section 4.1 calculations is
      the
      first year prior to the Calculation Year in which there was an operating
      profit.

    


    2.11
      "Base
      Salary"
      shall
      mean the Employee's basic salary at the rate in effect at the end of the
      Calculation Year excluding bonuses, overtime, extraordinary compensation and
      contributions to the Old Republic International Corporation Employees Savings
      and Stock Ownership Plan.

    


    2.12
      "Consolidated
      Net Operating Income"
      shall
      mean the Company's income determined in accordance with generally accepted
      accounting principles and adjusted for the payment of income taxes and for
      the
      income of subsidiaries and affiliates carried on an equity basis. Net operating
      income shall exclude realized gains or losses on sales of investment securities
      (irrespective of the treatment of such amounts under GAAP) and extraordinary
      credits or charges.

    


    2.13
      If
      in any Calculation Year the Company acquires any other business accounted for
      as
      a purchase whose earnings contribute 5% or more to such Year's consolidated
      net
      operating income, the earnings of the acquired company for the year of
      acquisition and the next succeeding year shall be eliminated (together with
      related purchase accounting adjustments) in order to calculate financial
      performance data. No elimination from any year shall be made when the acquired
      company has been owned by the Company for two consecutive years. Net operating
      income shall exclude realized gains or losses on sales of investment securities
      (irrespective of the treatment of such amounts under GAAP) and extraordinary
      credits or charges.

    


    2.14
      “Performance
      Multiplier”
shall
      mean the number of percentage points by which the Earnings Per Share for the
      Calculation Year exceeds 112% of the Earnings Per Share for the prior
      year.

    


    2.15
      “Earnings
      per Share”
shall
      mean fully diluted earnings per share (net of any paid or accrued dividends
      on
      preferred stock) calculated in accordance with AICPA Accounting Principles
      Board
      Opinion No. 15 or any later superseding opinions.

    


    2.16“Profit
      Sharing Base"
      shall
      mean the sum of:

    


    
      	(a)  	
              Earnings
                Growth multiplied by the Earnings Growth Multiplier;
                plus

            


    

    
      	(b)  	
              Excess
                Return on Equity multiplied by the Excess Return on Equity
                Multiplier.

            


    

    


    2.17
      “Earnings
      Growth”
shall
      mean the Calculation Year’s Consolidated Net Operating Income in excess of the
      prior year’s Consolidated Net Operating Income.

    


    2.18
      “Earnings
      Growth Multiplier”
shall
      mean the percentage, ranging from 0% to 10%, determined on the basis of the
      following schedule:

    


    Year
      over
      Year %
      Change              
Earnings
      

    In
      Operating Earnings  Growth
      Multiplier

    


    0
      -
      6%                                                          0%

    6.01%
      -
      10.00%                                      
2.5%

    10.01%
      -
      15.00%                                    
5.0%

    15.01%
      -
      20.00%                                    
7.5%

    Over
      20.00%                                         10.0%

    


    2.19
      "Excess
      Return on Equity"
      shall
      mean the Calculation Year's consolidated net operating income in excess of
      the
      Minimum Return on Equity all calculated in accordance with generally accepted
      accounting principles, (GAAP). Net operating income shall exclude realized
      gains
      or losses on sales of investment securities (irrespective of the treatment
      of
      such amounts under GAAP) and extraordinary credits or charges.

    


    2.20
      “Excess
      Return on Equity Multiplier”
shall
      mean the percentage, ranging from 5% to 50%, determined on the basis of the
      following scale:

    


    
      
        
        

      

      
        -3-

        
        

      

      
        
        

      

    

      
      % by Which Current Year 

        
      ROE Exceeds Targeted

                     
                   
Minimum
      ROE                       
Excess
      Return on Equity Multiplier

        0%
      to
      10%                             
      5.0% + 0.5% for each full 1% exceeding 5% (Max 07.5%)

        10.01%
      to
      20%        10.0%
      +
      0.5% for each full 1% exceeding 10% (Max 15.0%)

        20.01%
      to
      30%        17.5%
      +
      0.5% for each full 1% exceeding 20% (Max 20.0%) 

        30.01%
      to
      40%        20.0%
      +
      0.5% for each full 1% exceeding 30% (Max 22.5%) 

        40.01%
      to
      50%        22.5%
      +
      0.5% for each full 1% exceeding 40% (Max 27.5%)

        50.01%
      to
      60%        27.5%
      +
      0.5% for each full 1% exceeding 50% (Max 32.5%)

        60.01%
      to
      70%        32.5%
      +
      0.5% for each full 1% exceeding 60% (Max 37.5%)

        70.01%
      and
      Over                   
37.5%
      +
      0.5% for each full 1% exceeding 70% (Max 50.0%)

     

    2.21
      "Minimum
      Return on Equity"
      shall
      mean a percentage applied to the Company's average shareholders' equity (i.e.,
      mean of beginning and ending balances, adjusted for unrealized investment gains
      or losses net of applicable income taxes, if any) for the calculation year.
      The
      percentage shall be that percentage, obtained from public
      information, equal
      to
      the mean of the five year average post-tax yield on 10 year and 30 year US
      Treasury Securities. The Committee shall annually compute and announce this
      value as it pertains to a calculation year.

    


    2.22
      "Cash
      Award"
      shall
      mean the 50% of each Eligible Employees' allocated share of the Performance
      Recognition Pool which is paid current in cash during any given
      year.

    


    
      	2.23  	
              "Deferred
                Award"
                shall mean the 50% of each Eligible Employees' allocated share of
                the
                Performance Recognition Pool which is credited to his
                Account.

            


    

    


    
      	2.24  	
              “Parent
                Company”
                shall mean Old Republic International
                Corporation.

            


    

    


    2.25
      “Change
      of Control”
shall
      mean any one of the following:

    


    (I)  the
      date
      the Board of Directors of the Parent Company votes to approve and recommends
      a
      stockholder vote to approve:

    


    (a)  Any
      consolidation or merger of the Parent Company in which the Parent Company is
      not
      the continuing or surviving corporation or pursuant to which shares of the
      Parent Company’s Common Stock would be converted into cash, securities or other
      property, other than any consolidation or merger of the Parent Company in which
      the holders of the Parent Company’s Common Stock immediately prior to the
      consolidation or merger have the same proportionate ownership of common stock
      of
      the surviving corporation immediately after the consolidation or merger;
      or

    


    (b)  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 Parent Company,
      other than any sale, lease, exchange or other transfer to any corporation where
      the Parent Company owns, directly or indirectly, at least 80% of the outstanding
      voting securities of such corporation after any such transfer; or

    


    (c)  Any
      plan
      or proposal for the liquidation or dissolution of the Parent Company;
      or

    


    (II)  
      the date
      any person (as such term is used in Section 13(d) of the Securities Exchange
      Act
      of 1934, hereinafter the “1934 Act”), other than the Old Republic International
      Corporation Employees Savings and Stock Ownership Trust or any other trust
      established by or contributed to by the Parent Company or any of its
      subsidiaries for the benefit of employees of the Parent Company or its
      subsidiaries, shall become the beneficial owner (within the meaning of Rule
      13d-3 under the 1934 Act) of 20% or more of the Parent Company’s Outstanding
      Common Stock; or


    


    (III)  the
      date,
      during any period of 24 consecutive months, on which individuals who at the
      beginning of such period constitutes the entire Board of Directors of the Parent
      Company shall cease for any reason to constitute a majority thereof unless
      the
      election, or the nomination for election by the Parent Company’s stockholders,
      of each new director comprising the majority was approved by a vote of at least
      a majority of the Continuing Directors, as hereinafter defined, in office on
      the
      date of such election or nomination for election of the new director. For
      purposes hereof, a “Continuing Director” shall mean:

     

    
      
        
        

      

      
        -4-

        
        

      

      
        
        

      

    

    (a)  any
      member of the Board of Directors of the Parent Company at the close of business
      on December 15, 1996;

    


    (b)  any
      member of the Board of Directors of the Parent Company who succeeded any
      Continuing Director described in subparagraph (a) above if such successor was
      elected, or nominated for election by the Parent Company’s stockholders, by a
      majority of the Continuing Directors then still in office; or

    


    (c)  any
      director elected, or nominated for election by the Parent Company’s
      stockholders, to fill any vacancy or newly-created directorship on the Board
      of
      Directors of the Parent Company by a majority of the Continuing Directors then
      still in office.

    


    


    ARTICLE
      THREE

    ADMINISTRATION

    


    3.1
      The
      Plan shall be administered by the Committee. The membership of the Committee
      may
      be reduced, changed, or increased from time to time in the absolute discretion
      of the Board of Directors of Old Republic International
      Corporation.

    


    3.2
      Individual awards for the Management Committee of the Company are recommended
      by
      the Committee and shall be submitted to the Great West Casualty Company
      Management Development and Compensation Committee for their comments, further
      recommendations, and final approval. 

    


    3.3
      The
      Committee shall have the authority to interpret the Plan, to establish and
      revise rules and regulations relating to the Plan, and to make the
      determinations which it believes necessary or advisable for the administration
      of the Plan.

    


    ARTICLE
      FOUR

    CALCULATION
      OF THE PERFORMANCE RECOGNITION POOL

    


    4.1
      Prior
      to each May 31 the Committee shall calculate the amount of the Performance
      Recognition Pool for that year. The Performance Recognition Pool for any year
      shall be equal to the lesser of:

    


    (a)
      the
      Profit Sharing Base for the Calculation Year; or

    


    (b)
      6.5%
      of Consolidated Net Operating Income for the Calculation Year; or

    


    (c)
      a
      percentage of the Eligible Employees’ Base Salaries, ranging from 40% to 60%,
      determined on the basis of the following scale:

     

             
      Profit-Sharing
      Base                   Percentage
      of

          
      As a % of Mean
      Equity              Eligible
      Employees’ Base Salaries 

    0%
      -
      0.50%                            40%

    0.50%
      -
      1.00%                      
40%

    1.01%
      -
      1.50%                      
50%

    1.51%
      -
      2.00%                      
50%

    2.01%
      -
      2.5%                        
60%

    Over
      2.5%                             60%

    plus
      an
      amount equal to 7% of the combined Base Salaries of those for whom the
      reductions in paragraph 4.2, if any, are directed.

    


    4.2  
      The
      Performance Recognition Pool for any year may be reduced by the Committee,
      in
      its sole discretion, in an amount equal to other incentive compensation program
      expenditures, if such programs are adopted by the Company. Such reductions
      must
      be strictly accounted for in the Plan’s records.

    


    4.3  Notwithstanding
      any provision herein to the contrary, the Performance Recognition Pool shall
      be
      zero for any year if the Company incurred a net operating loss in the
      Calculation year.

     

    
      
        
        

      

      
        -5-

        
        

      

      
        
        

      

    

    ARTICLE
      FIVE

    ALLOCATION
      OF THE PERFORMANCE RECOGNITION POOL

    


    5.1
      Prior
      to each May 1, the CEO shall, in consultation with the Committee, designate
      the
      Employees employed by the Employers who will be eligible to share in the
      Performance Recognition Pool for that Year.

    


    5.2
      On or
      before June 30 the Performance Recognition Pool for that year shall be allocated
      among and credited to the accounts of the Eligible Employees on the following
      basis:

    


    (a)  First,
      amounts shall be allocated among and credited to all or such Accounts of those
      Employees who have Accounts in the Plan on the Allocation Date and who are
      eligible and actively employed by an Eligible Employer. The amount credited
      to
      each such Account shall equal the balance in each such Account at the beginning
      of the Year multiplied by the Performance Multiplier. In no event, however,
      shall the aggregate amount so credited exceed the lesser of 15% of the aggregate
      Account balances on the Allocation Date, or 20% of the Performance Recognition
      Pool for that Year.

    


    (b)
      Secondly, the remaining portion, if any, of the Performance Recognition Pool
      shall be allocated among and credited to the Accounts of the Eligible Employees
      for the year as the Committee deems appropriate in its sole discretion,
      provided, however, the Committee may, in its discretion, reserve up to 50%
      of
      any one year’s Pool which will not be allocated currently. The Committee may
      carry forward the unallocated portion of the Pool and allocate all or a portion
      of it pursuant to this subparagraph during one or more of the next succeeding
      three years; provided however, that the total amount of any one year’s carry
      forward must be allocated by the end of the third year.

     

    5.3
      With
      respect to the amounts to be allocated in the current year, the Committee shall
      make such allocation to the CEO as it deems appropriate. Remaining amounts
      allocable for the year shall then be distributed by the CEO, based upon total
      allocations approved by the Committee, to remaining Eligible Employees. In
      designating Eligible Employees, and allocating the Performance Recognition
      Pool
      among the Eligible Employees for any Year pursuant to this Article, the CEO
      shall consider the positions and responsibilities of Employees, their
      accomplishments during the year, the value of such accomplishments to the
      Company, the CEO's expectations as to the future contributions of individual
      Employees to the continued success of the Company, and such other factors as
      the
      CEO and the Committee shall, in their discretion and judgment, deem
      appropriate.

    


    5.4  Awards,
      including performance multiplier awards, shall be allocated one-half as Cash
      Awards and one-half as Deferred Awards as soon as practicable following their
      computation.

    


    


    ARTICLE
      SIX

    DISTRIBUTIONS

    


    6.1
      The
      entire amount of the credit in the Account of a deceased Eligible Employee
      or an
      Eligible Employee who attains age 55 or actually retires for disability prior
      thereto, shall be paid to the person or persons entitled thereto at the times
      and in the manner provided in Sections 6.4, 6.5, 6.6, and 6.8
      hereof.

    


    6.2
      Employees may not make withdrawals from their Accounts while
      employed.

    


    6.3
      A
      portion of the amount of the credit in the Account of an Eligible Employee
      as of
      the date he terminates his service for any reason other than his death or
      retirement for age or disability shall be paid to the person or persons entitled
      thereto at the times and in the manner provided by Section 6.5 hereof. The
      amount to be paid shall be known as a "vested interest", and for each year
      of
      completed service shall be equal to 10% percent of the balance of the credit
      in
      his Account up to the completion of ten years, or 100%.

    


    Any
      amount not vested in an Employee shall be forfeited. Forfeitures created during
      any year shall be allocated at the end of said year to account-holders of record
      on December 31 of that year in the ratio that the Account balance of each such
      Employee on January 1 of that year bears to the total Account balance of all
      such Employees.

    


    6.4
      Amounts payable to an Eligible Employee who retires for age, after attaining
      age
      55, shall be paid to the Employee in substantially equal quarterly installments
      over a number of years (not to exceed 7 years) selected by the Committee, in
      its
      sole discretion, beginning on the first day of the calendar quarter following
      the Employee's retirement. In determining the number of installments the
      Committee may consult with the Eligible Employee. 

     

    
      
        
        

      

      
        -6-

        
        

      

      
        
        

      

    

    6.5
      If an
      Employee's employment with an Employer is terminated for reasons other than
      death, disability, or retirement after attaining age 55, his vested Account
      balance shall be paid to him in substantially equal quarterly installments
      over
      a number of years (not to exceed 20 years) selected by the Committee beginning
      on the first day of the calendar quarter following the later of (a) his
      attaining age 55 or (b) the 12th month after his termination of
      employment.

    


    6.6
      If an
      employee becomes disabled while employed by an Employer but prior to receiving
      his Account, his Account balance shall be paid to him in 40 substantially equal
      quarterly installments beginning on the first day of the calendar quarter
      following the month during which he becomes disabled. For purposes of this
      Article an Employee shall be deemed to be disabled if he is totally and
      permanently disabled within the meaning of his employer's group employee
      disability policy or eligible for disability benefits under the Social Security
      Act.

    


    6.7
      If an
      Employee is eligible for no other benefits under this Plan, his Account balance
      shall become non-forfeitable and be paid to him in a lump sum on the first
      day
      of the calendar quarter following the date on which any Change of Control
      occurs.

    


    If
      there
      is a carry forward balance not allocated pursuant to Section 5.2 when a Change
      of Control occurs, such carry forward balance shall be immediately allocated
      among the Accounts of all Employees in the ratio that each such Employee's
      Account balance bears to the total of all such Account balances. Said additional
      amounts shall be 100% vested and paid in accordance with the provisions of
      this
      Article. Any subsequent contributions allocated to an Employee's Account during
      the two years following the occurrence of a Change of Control because the Plan
      is continued in accordance with Section 8.2 hereof shall be non-forfeitable
      and
      shall be distributed immediately after such allocation.

    


    6.8
      An
      Employee may designate in writing, on forms prescribed by and filed with the
      Committee, a beneficiary or beneficiaries to receive any payments payable after
      his death. If an Employee dies while employed by an Employer or after he has
      begun to receive his benefits under this Plan, his Account balance (or the
      remainder of his Account balance if his benefits had already commenced) shall
      be
      paid to the beneficiary or beneficiaries designated by the Employee (or, in
      the
      absence of such designation, to his legal representative). Such payments shall
      be made in one of the following forms as determined by the Committee: (i)
      substantially equal quarterly installments over a number of years (not to exceed
      10 years), (ii) a lump sum payment, or (iii) any combination of the above
      options.

    


    6.9
      If an
      Employee is adjudged incompetent or if the committee deems him unqualified
      to
      handle his own affairs, the Committee may direct that any payments which would
      have otherwise been payable to the Employee shall be paid (in the same amounts
      and on the same dates as such payments would have been paid to the Employee)
      to
      the guardian or conservator of such Employee or, if none has been appointed,
      the
      Committee may, in its discretion, direct that such payments be made to the
      Employee's spouse or adult child or any other person or institution who is
      caring for such Employee and any payments so made shall to the extent thereof
      fully release and discharge the Committee and the Employers from any further
      liability to the Employee.

    


    6.10
      Notwithstanding any other provisions of this Plan to the contrary, the Committee
      may upon an employee's death, disability, or termination of employment
      distribute his Account balance to him (or his beneficiary in the case of death,
      or his guardian or to the person or institution caring for him in the event
      that
      he is adjudged incompetent or considered by the Committee to be unable to manage
      his own affairs) more quickly than that called for in Section 6.4 through 6.8
      if
      the Committee in its sole discretion deems it is desirable to do
      so.

    


    6.11
      Notwithstanding any other provisions of this Plan to the contrary, the Committee
      may deduct from any payments under the Plan any taxes required to be withheld
      by
      the Federal or any state or local government for the account of such
      Employees.

    


    ARTICLE
      SEVEN

    FORFEITURES

    


    7.1
      As a
      condition to the continued receipt of benefits hereunder each
      Employee:

    


    (a)
      shall
      be required for a period of twelve (12) months after his termination of
      employment with an Employer hereunder to hold himself available to the Company
      and his Employer for reasonable consultation insofar as his health permits.
      

    


    (b)
      shall
      not for a period of twelve
      (12) months after his termination of employment with an Employer hereunder,
      either as an individual on his own account; as a partner, joint venturer,
      employee, agent, salesman for any person; as an officer, director or stockholder
      (other than a beneficial holder of not more than 1% of the outstanding voting
      stock of a company having at least 500 holders of voting stock) of a
      corporation; or otherwise, directly or indirectly:

     

    
      
        
        

      

      
        -7-

        
        

      

      
        
        

      

    

    (i)
      enter
      into or engage in any business competitive with that carried on by the Company
      or his Employer within any area of the United States in which his Employer
      or
      the Company is doing business, providing Employee has had access to any of
      the
      Company's or his Employer's trade secrets, secret underwriting or business
      information, programs, plans, data, processes, techniques, or customer
      information; or

    


    (ii)
      solicit or attempt to solicit any of his Employer's or the Company's customers
      with whom Employee has had contact as an Employee in the exercise of his duties
      and responsibilities hereunder with the intent or purpose to perform for such
      customer the same or similar services or to sell to such customer the same
      or
      similar products or policies which Employee performed for or sold to such
      customer during the term of his employment.

    


    If
      the
      Committee determines that an Employee has refused to make himself available
      for
      consultation or violated his agreement, the Committee may, by written notice
      to
      such Employee, cause his benefits to be immediately suspended for the duration
      of such refusal or competition or if payment of benefits has not yet commenced,
      notify the Employee that such continued conduct will cause a forfeiture of
      his
      Account balance. If after the sending of such notice the Committee finds that
      the Employee has continued to refuse to
      consult or continued to compete with the Company or his Employer for a period
      of
      thirty (30) days following such notice, the Committee may permanently cancel
      the
      Employee's Account hereunder, and thereupon all rights of such Employee under
      this Plan shall terminate. The foregoing forfeiture provisions shall be
      inoperative if an event described in Section 6.7 (a), (b) or (c)
      occurs.

    


    7.2
      Any
      amounts forfeited pursuant to Section 7.1 hereof shall be allocated as a
      forfeiture in accordance with Section 6.3 hereof.

    


    ARTICLE
      EIGHT

    AMENDMENT
      AND TERMINATION

    


    8.1
      The
      Company shall have the power at any time and from time to time, to amend this
      Plan by resolution of its Board of Directors; provided, however, that no
      amendment under any circumstances may be adopted the effect of which would
      be to
      deprive any Participant of his then vested interest, if any, in this
      Plan.

    


    8.2
      The
      Company reserves the right to terminate this Plan by resolution of its Board
      of
      Directors. Upon termination of this Plan the credits in the Accounts of
      Employees shall become 100% vested and non-forfeitable. Distribution of the
      balances in said Accounts shall be made in accordance with Sections 6.4 and
      6.5
      hereof upon the Employee's subsequent retirement or termination of service.
      There shall be no increase in an Account balance of an Employee between the
      date
      the Plan is terminated and the date the Account balance is distributed. If
      an
      event described in Section 6.7 (b) or (c) occurs, the Plan as it then exists
      must be continued and contributions made for two years before it can be
      terminated. Any unallocated balance carried forward shall be similarly allocated
      prior to the expiration of this two-year period. All Accounts shall be fully
      vested and distribution shall be made in accordance with Section 6.7
      hereof.

     

    ARTICLE
      NINE

    MISCELLANEOUS

    


    9.1
      No
      Employee or any other person shall have any interest in any fund or reserve
      account or in any specific asset or assets of the Company or any Employer by
      reason of any credit to his Account under this Plan, nor have the right to
      receive any distribution under this Plan except as and to the extent expressly
      provided for in the Plan.

    


    9.2
      Nothing in the Plan shall be construed to:

    


    (a)
      give
      any Employee any right to participate in the Plan, except in accordance with
      the
      provisions of the Plan;

    


    (b)
      limit
      in any way the right of an Employer to terminate an Employee's employment;
      or

    


    (c)
      be
      evidence of any agreement or understanding, express or implied, that an Employer
      will employ an Employee in any particular position or at any particular rate
      of
      remuneration.

     

    
      
        
        

      

      
        -8-

        
        

      

      
        
        

      

    

    9.3
      No
      benefits under this Plan shall be pledged, assigned, transferred, sold, or
      in
      any manner whatsoever anticipated, charged, or encumbered by an Employee, former
      Employee, or their beneficiaries, or in any manner be liable for the debts,
      contracts, obligations or engagements of any person having a possible interest
      in the Plan, voluntary or involuntary, or for any claims, legal or equitable,
      against any such person, including claims for alimony or the support of any
      spouse. 

    


    9.4
      This
      Plan shall be construed in accordance with the laws of the State of Nebraska
      in
      every respect, including without limitation, validity, interpretation, and
      performance.

    


    9.5
      Article headings and numbers herein are included for convenience of reference
      only, and this Plan is to be construed without any reference thereto. If there
      is any conflict between such numbers and headings and the text hereof, the
      text
      shall control.

    


    9.6
      Wherever appropriate, words used in this Plan in the singular include the
      plural, and the masculine include the feminine. 

    


    


    


    


    IN
      WITNESS HEREOF, the Company has caused this Plan, as
      amended, to be signed by its duly qualified officers and caused its corporate
      seal to be hereunto affixed on this      
day
      of                                                        
, 20__.

    


    


    


    ORI
      GREAT WEST HOLDINGS, INC.

    


    By
      _______________________________(Signature)

    


    Title:
      ______________________________

    


    


    


    


    


    Attest:

    By_______________________________________(Signature)

    


    Title:
      ____________________________________

    


    


    
      
        
        

      

      
        -9-