Exhibit 10(J) - Material Contract - RMIC 2005 Key Employees Performance Recognition
      Plan


     

     

     

     

     

     

     

     

     

    
 

    OLD
      REPUBLIC RISK MANAGEMENT, INC.

    2005
      KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    OLD
      REPUBLIC RISK MANAGEMENT, INC.

    2005
      KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN

    (Effective
      as of January 1, 2005) 

    
      

    

     

    ARTICLE
      ONE

     

    PURPOSE
      AND EFFECTIVE DATE

     

    1.1  The
      Purpose of this Plan is to further the long term growth in earnings of Old
      Republic Risk Management, Inc. by offering long term incentives in addition
      to
      current compensation to those officers and key employees of Old Republic Risk
      Management, Inc. who have been or are expected to be largely responsible for
      such growth.

     

    1.2  This
      Plan
      is effective as of January 1, 2005, and shall apply to calculations and awards
      made in 2005 and subsequent years. In addition, this Plan shall apply to any
      amounts transferred to this Plan from the Old Republic Risk Management, Inc.
      Key
      Employees Performance Recognition Plan, dated March 25, 2002 (the “2002
      Plan”).

     

    1.3  The
      Company intends that this Plan comply with the provisions of Section 409A of
      the
      Internal Revenue Code of 1986, as amended (the “Code”), and the Department of
      Treasury regulations and other guidance promulgated thereunder. This Plan shall
      be administered in a manner that will comply with Section 409A of the Code.
      Any
      provision of this Plan that is not in compliance with Section 409A shall have
      no
      force and effect, and no action shall be taken with respect to this Plan that
      would violate any provisions of Section 409A.

     

     

    ARTICLE
      TWO

     

    DEFINITIONS

     

    2.1  “Plan”
      shall mean this Old Republic Risk Management 2005 Key Employees Performance
      Recognition Plan.

     

    2.2  “Company”
      shall mean Old Republic Risk Management, Inc., a corporation organized under
      the
      laws of the State of Delaware.

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    2.3  “Employer”
      and “Employers” shall mean the Company and each other corporation or
      organization which is wholly or partially owned by the Company, either directly
      or indirectly, and is designated by the Committee as an Employer under this
      Plan. 

     

    2.4  “Chief
      Executive Officer” or “CEO” shall mean the chief executive officer of the
      Company.

     

    2.5  “CEO,
      ORI” shall mean the chief executive officer of Old Republic International
      Corporation.

     

    2.6  “Committee”
      shall mean the committee appointed to direct the administration of the Plan,
      and
      shall consist of the CEO of Old Republic Risk Management and the Executives
      of
      the Office of the Chief Executive Office of Old Republic International
      Corporation.

     

    2.7  “Employee”
      shall mean any person who is employed by an Employer on a full-time basis and
      who is compensated for such employment by a regular salary. “Employee” shall
      include officers of an Employer but shall not include directors who are not
      otherwise officers or employees.

     

    2.8  “Eligible
      Employee” shall mean an Employee who pursuant to Section 5.1 hereof has been
      selected to share in the allocation of the Performance Recognition Pool for
      any
      given year.

     

    2.9  “Year
      of
      Service” shall mean each year of continuous employment with an Employer after
      first being designated as an Eligible Employee pursuant to Section 5.1
      hereof.

     

    2.10  “2005
      Plan Account” shall mean with respect to any Employee, unless otherwise
      specified, the record of:

     

    (a)  credits
      in connection with the allocations and interest credited to such account
      pursuant to Articles Five and Six of this Plan,

     

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

     

     

    
      
        
        

      

      
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    (c)  forfeitures,
      if any, pursuant to Articles Six and Seven of the Plan.

     

    2.11  “2002
      Plan Account” shall mean the total credits which were granted to an Employee’s
      account under the 2002 Plan, including, unless otherwise specified, those which
      were vested as well as those which were not vested as of December 31,
      2004.

     

    2.12  “Unvested
      2002 Plan Account” shall mean only those 2002 Plan Account credits which were
not
      vested
      as of December 31, 2004.

     

    2.13  “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.

    


    2.14  “Minimum
      Return on Equity” shall mean a percentage applied to the Company’s average
      consolidated and combined shareholder’s 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 two times the
      mean of the five-year average post-tax yield on 10 year and 30 year U.S.
      Treasury Securities. The Committee shall annually compute and announce this
      value as it pertains to a Calculation Year.

     

    2.15  “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 or any other
      assets (irrespective of the treatment of such amounts under GAAP) and
      extraordinary credits or charges.

     

    2.16  “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.

     

     

    
      
        
        

      

      
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    2.17  “Consolidated
      Net Operating Income” shall mean the Company’s and its subsidiaries’ and
      branches’ consolidated and combined income determined in accordance with GAAP.
      Net operating income shall exclude realized gains or losses on sales of
      investment securities or any other assets (irrespective of the treatment of
      such
      amounts under GAAP) and extraordinary credits or charges.

     

    2.18  If
      in any
      Calculation Year the Company acquires any other business accounted for as a
      purchase whose earnings contribute five percent (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 the
      performance data described in Sections 2.14 through 2.23 herein. No elimination
      from any year shall be made when the acquired company has been owned by the
      Company for two consecutive calendar years. Net operating income shall exclude
      realized gains or losses on sales of investment securities or any other assets
      (irrespective of the treatment of such amounts under GAAP) and extraordinary
      credits or charges.

     

    2.19  “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.

     

    2.20  “Composite
      Investment Income Yield” shall mean the composite investment income yield on Old
      Republic International Corporation’s consolidated investment portfolio for the
      Calculation Year.

     

    2.21  “Profit
      Sharing Base” shall mean the sum of:

     

    (a)  Earnings
      Growth multiplied by the Earnings Per Share Multiplier.

     

    (b)  Ten
      percent (10%) of Excess Return on Equity.

     

    (c)  Seven
      percent (7%) of Base Salaries.

     

     

    
      
        
        

      

      
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    2.22  “Earnings
      Per Share Multiplier” shall mean a percentage of the increase in the fully
      diluted Earnings Per Share in the Calculation Year over the preceding year
      as
      set forth in the following schedule:

     

    Percentage
      Increase                          
Earnings

    In
      Earnings Per Share  Per
      Share Multiplier

    0%
      to
      6%                                                   0%

                                   
      6.01% to
      10.00%                                    7.5%

    10.01%
      to
      15.00%                                10.0%

    15.01%
      to
      20.00%                                12.5%

                                   
      Over
      20.00%                                         15.0%


    2.23  “Earnings
      Growth” shall mean the Calculation Year’s Consolidated Net Operating Income
      adjusted for dividend requirements on preferred stock issued and outstanding
      during such year in excess of the prior year’s Consolidated Net Operating
      Income.

     

    2.24  “Cash
      Award” shall mean the fifty percent (50%) of each Eligible Employee’s allocated
      share of the Performance Recognition Pool which is paid in cash during any
      given
      year.

     

    2.25  “Deferred
      Award” shall mean the fifty percent (50%) of each Eligible Employee’s allocated
      share of the Performance Recognition Pool which is credited to his
      Account.

     

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

     

    2.27  “Change
      of Control” shall mean any one of the following events that constitutes a
“change in the ownership or effectiveness control of the corporation, or in
      the
      ownership of a substantial portion of the assets of the corporation” under
      Section 409A of the Code:

     

    (a)  Any
      one
      person, or more than one person acting as a group (within the meaning of Section
      409A of the Code and the applicable regulations and guidance promulgated
      thereunder), 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, acquires ownership
      of
      stock of the Parent Company that, together with stock held by such person or
      group, constitutes more than fifty percent (50%) of the total fair market value
      or total voting power of the stock of the Parent Company; provided that, if
      any
      one person or more than one person acting as a group, is considered to own
      more
      than fifty percent (50%) of the total fair market value or total voting power
      of
      the stock of the Parent Company, the acquisition of additional stock by the
      same
      person or persons is not considered to cause a “Change of Control;” and provided
      further that, an increase in the percentage of stock owned by any one person,
      or
      persons acting as a group, as a result of a transaction in which the Parent
      Company acquires its stock in exchange for property will be treated as an
      acquisition of stock for purposes of this paragraph.

     

     

    
      
        
        

      

      
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    (b)  Any
      one
      person, or more than one person acting as a group (within the meaning of Section
      409A of the Code and the applicable regulations and guidance promulgated
      thereunder), 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, acquires (or has
      acquired during the 12-month period ending on the date of the most recent
      acquisition by such person or persons) ownership of stock of the Parent Company
      possessing thirty-five percent (35%) or more of the total voting power of the
      stock of the Parent Company.

     

    (c)  The
      date,
      during any period of twelve (12) consecutive months, on which individuals who
      at
      the beginning of such period constitute the entire Board of Directors of the
      Parent Company shall cease for any reason to constitute a majority thereof,
      unless the election 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 immediately prior to the date of such election.
      For purposes hereof, a “Continuing Director” shall mean:

     

    (i)  
      any
      member of the Board of Directors of the Parent Company at the close of business
      on January 1, 2005;

     

     

    
      
        
        

      

      
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    (ii)  
      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

     

    (iii)  
      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.

     

    (d)  Any
      one
      person, or more than one person acting as a group (within the meaning of Section
      409A of the Code and the applicable regulations and guidance promulgated
      thereunder), acquires (or has acquired during the twelve-month period ending
      on
      the date of the most recent acquisition by such person or persons) assets from
      the Parent Company that have a total gross fair market value equal to or more
      than forty percent (40%) of the total gross fair market value of all the assets
      of the Parent Company immediately prior to such acquisition or acquisitions.
      For
      the purposes of this paragraph, “gross fair market value” means the value of the
      assets of the Parent Company, or the value of the assets being disposed of,
      determined without regard to any liabilities associated with such assets. In
      addition, a transfer of assets by the Parent Company under this paragraph shall
      not be considered a “Change of Control” if the assets are transferred
      to:

     

    (i)  
      A
      shareholder of the Parent Company (immediately before the asset transfer) in
      exchange for or with respect to the Parent Company’s stock;

     

    (ii)  
      An
      entity, fifty percent (50%) or more of the total value or voting power of which
      is owned, directly or indirectly, by the Parent Company;

     

     

    
      
        
        

      

      
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    (iii)  
      A
      person, or more than one person acting as a group, that owns, directly or
      indirectly, fifty percent (50%) or more of the total value or voting power
      of
      all the outstanding stock of the Parent Company; or

     

    (iv)  
      An
      entity, at least fifty percent (50%) of the total value or voting power of
      which
      is owned, directly or indirectly, by a person described in paragraph (c)
      above.

     

     

    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 CEO, ORI Company.

     

    3.2  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 shall reside with the CEO, ORI.

     

    3.3  Notwithstanding
      any contrary provision herein, an account separate from any 2005 Plan Account
      shall be created under this Plan as of January 1, 2005 for each Employee
      for whom an account had been maintained under the 2002 Plan (the Employee’s
“Unvested 2002 Plan Account”). Such account shall commence in the amount of any
      2002 Plan Account credits which were not yet vested as of December 31,
      2004, if any. Except as otherwise specifically provided herein, each Unvested
      2002 Plan Account Balance shall be administered under and subject to the
      provisions of this Plan.

     

     

    ARTICLE
      FOUR

     

    CALCULATION
      OF THE PERFORMANCE RECOGNITION POOL

     

    4.1  Prior
      to
      May 31, but not before March 15 of each year, the Committee shall determine
      the amount of the Performance Recognition Pool available for that Calculation
      Year. The Performance Recognition Pool for any Calculation Year shall ordinarily
      be equal to the lesser of:

     

     

    
      
        
        

      

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

     

    (b)  seven
      percent (7%) of the Company’s Consolidated Net Operating Income (after
      deductions of preferred stock dividends, if any) for Calculation
      Year;

     

    (c)  the
      total
      of a percentage of the Eligible Employees’ Base Salaries, ranging from ten
      percent (10%) to fifty percent (50%).

     

    In
      the
      event, however, of an occurrence or circumstance becoming known to or reasonably
      anticipated by the Committee following the end of the Calculation Year, but
      before any awards have been determined, where such occurrence or circumstance
      has or is reasonably likely to have a material effect on the Company’s financial
      condition or the results of operations either for the Calculation Year or the
      fiscal year thereafter, whether adverse or beneficial, then the Committee may
      make such adjustment in the amount of the available Performance Recognition
      Pool
      as it deems necessary or advisable in the exercise of its
      discretion.

    


    4.2  Notwithstanding
      any provisions herein to the contrary, the Performance Recognition Pool shall
      be
      zero for any Calculation Year if the Company incurred a net operating loss
      for
      the Calculation Year.

     

     

    ARTICLE
      FIVE

     

    ALLOCATION
      OF THE PERFORMANCE RECOGNITION POOL

     

    5.1  Prior
      to
      March 31 each year the CEO of the Company shall, in consultation with the
      Committee, designate the Employees employed by the Employer during any part
      of
      such Calculation Year who will be eligible to share in the Performance
      Recognition Pool for that Calculation Year.

     

    5.2  On
      or
      before May 15, the Performance Recognition Pool for that year shall be allocated
      among and credited to the accounts of the Eligible Employees on the following
      basis, provided, however, that the office of the Chief Executive Officer of
      the
      Parent Company shall determine an individual award for the CEO prior to other
      allocations for the year:

     

     

    
      
        
        

      

      
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    (a)  The
      Performance Recognition Pool Individual awards for the year will be determined
      according to criteria established in Section 5.3.

     

    (b)  From
      this
      determination, Cash Awards are paid as soon as practicable, and Deferred Awards
      are credited to the Accounts of Eligible Employees.

     

    (c)  The
      CEO
      may, in his discretion, reserve up to fifty percent (50%) of any one year’s Pool
      which will not be paid or allocated currently. The CEO may carry forward the
      unallocated portion of the Performance Recognition 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  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.

     

    ARTICLE
      SIX

     

    DISTRIBUTIONS

     

    6.1  Within
      ninety (90) days of the date the Committee and/or CEO make such awards, an
      Eligible Employee shall automatically receive in cash one hundred percent (100%)
      of any Performance Recognition Pool award up to Twenty-five Thousand Dollars
      ($25,000) and fifty percent (50) of any excess above that. The remaining fifty
      percent (50%) of the excess of any such award shall be credited to the
      Employee’s Account balance as of such year, and shall become vested in
      accordance with the vesting schedule set forth in Section 6.3.

     

     

    
      
        
        

      

      
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    6.2  The
      2005
      Plan Account balance of each Employee who was either actively employed by the
      Employer throughout the Calculation Year or whose employment had terminated
      by
      reason of retirement in good standing or disability or death shall be credited
      with interest for that Calculation Year, provided that the Company had positive
      Consolidated Net Operating Income for that Calculation Year. The rate of
      interest shall be equal to sixty-five percent (65%) of the Calculation Year’s
      Composite Investment Income Yield, which shall be calculated by the Parent
      Company’s Compensation Committee at the same time as it calculates the
      Performance Recognition Pool for the Calculation Year. The Account balance
      to
      which such interest is credited shall be the Employee’s 2005 Plan Account
      balance as of the date the Compensation Committee calculates the Performance
      Recognition Pool for that Calculation Year and shall include all interest
      previously credited hereunder. No such interest shall be credited to any 2005
      Plan Account which has a zero balance at the end of the Calculation
      Year.

     

    6.3  A
      portion
      of the amount of the credit in the 2005 Plan Account and any Unvested 2002
      Plan
      Account balances of an Employee as of the date he or she terminates his or
      her
      service for any reason, including death, 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 6.4 hereof. The amounts to be paid shall be known as a
      “vested interest,” and shall be equal to the following percentage of the balance
      of his or her 2005 Plan Account and, if applicable, Unvested 2002 Plan Account
      credits:

     

               
                 Completed
      Years       
            To
Be
      Paid

                   of
      Service                       
(Vested
      Interest)

                                           
       Less than
      One                                
0%

    One                                          
      10%

    Two                                          20%

    Three                                        30%

    Four                                          40%

    Five                                          50%

    Six                                             60%

    Seven                                       70%

    Eight                                         80%

    Nine                                          90%

    Ten                                          100%

     

    
 

    
      
        
        

      

      
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    Any
      credits in either the 2005 Plan Account or the Unvested 2002 Plan Account
      of an Employee which have not vested by the date of termination of the
      Employee’s service shall be forfeited. All such forfeitures shall be allocated
      at the end of the Calculation Year in which they occur to the combined
      2005 Plan Accounts and Unvested 2002 Plan Accounts of all Employees who
      were actively employed by an Employer on December 31 of that year. The
      allocation shall be made in the ratio that the combined account balances of
      each
      such Employee on January 1 of that year bears to the total combined account
      balances of all such Employees.

    


    6.4  The
      vested interest of an Employee shall begin to be paid in substantially equal
      quarterly installments over a period of five (5) years, with the first such
      payment to be made on the later of:

     

    (a)  the
      date
      of the Employee’s termination of employment for any reason, including death or
      disability, or the six-month anniversary of the date of termination if the
      Employee is a “specified employee” at the time of termination within the meaning
      of Code Section 409A; or

     

    (b)  the
      date
      on which the Employee attains (or would have attained if he or she had lived)
      age 55.

     

    For
      purposes of this Section, specified employee status will be determined based
      on
      the twelve (12) months ended December 31 of each year and will be effective
      for the twelve-month period commencing on April 1 of the following
      year.

    


    6.5  Notwithstanding
      the foregoing Sections of this Article, an Employee’s entire 2005 Plan Account
      balance and entire Unvested 2002 Plan Account balance, if any, shall become
      fully vested and non-forfeitable and shall be paid to him or her 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 5.3 when a Change of Control occurs, such carry forward balance shall
      be
      immediately allocated among the 2005 Plan Accounts of all Employees in the
      ratio
      that each such Employee’s 2005 Plan Account balance bears to the total of all
      such 2005 Plan Account balances. Said additional amounts shall be one hundred
      percent (100%) vested and paid in accordance with the provisions of this
      Article. Any subsequent contributions allocated to an Employee’s 2005 Plan
      Account during the two (2) 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.

     

     

    
      
        
        

      

      
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    6.6  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 or her death. If an Employee dies while employed by an Employer or after
      he
      or she has begun to receive his or her benefits under this Plan, the 2005 Plan
      Account and any Unvested 2002 Plan Account balances (or the remainder thereof
      if
      the payment of 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 or her legal representative).

     

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

     

     

    ARTICLE
      SEVEN

     

    FORFEITURE

     

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

     

    (a)  shall
      be
      required for a period of three (3) years after his or her termination of
      employment with an Employer hereunder to hold himself or herself available
      to
      the Company and his or her Employer for reasonable consultation inasfar as
      his
      or her health permits;

     

    (b)  shall
      not
      for a period of three (3) years after his or her termination of employment
      with
      an Employer hereunder, either as an individual on his or her 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 one percent (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,

     

     

    
      
        
        

      

      
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    (i)  
      enter
      into or engage in any business competitive with that carried on by the Company
      or his or her Employer within any area of the United States in which his or
      her
      Employer or the Company is then doing business, providing Employee has had
      access to any of the Company’s or his or her 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 or her Employer’s or the Company’s customers
      with whom Employee has had contact as an Employee in the exercise of his or
      her
      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 or her employment.

     

    If
      the
      Committee determines that an Employee has refused to make himself or herself
      available for consultation or violated his or her agreement, the Committee
      may,
      by written notice to such Employee, cause his or her benefits to be immediately
      suspended for the duration of such refusal or competition or if payment of
      benefits had not yet commenced, notify the Employee that such continued conduct
      will cause a forfeiture of his or her 2005 Plan Account and any Unvested 2002
      Plan Account Balance. If after the sending of such notice the Committee finds
      that the Employee has continued to refuse to consult or continue to compete
      with
      the Company or his or her Employer for a period of 30 days following such
      notice, the Committee may permanently cancel the Employee’s 2005 Plan Account
      and Unvested 2002 Plan Account hereunder, and thereupon all rights of such
      Employee under this Plan shall terminate. The foregoing forfeiture provisions
      shall be inoperative following a Change of Control.

    


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

     

     

    
      
        
        

      

      
        -14-

        
        

      

      
        
        

      

    

    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 or her 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 2005 Plan Accounts
      and Unvested 2002 Plan Accounts of Employees shall become one hundred percent
      (100%) vested and non-forfeitable. Distribution of the balances shall be made
      in
      accordance with Section 6.4 or 6.5 hereof upon the Employee’s subsequent
      retirement or termination of service. There shall be no increase in a 2005
      Plan
      Account or Unvested 2002 Plan Account balance of an Employee between the date
      the Plan is terminated and the date such balances are distributed. If a Change
      of Control occurs, the Plan as it then exists must be continued, with interest
      credited to 2005 Plan Account balances, as provided in Section 6.2, for two
      (2)
      years before it can be terminated. Any unallocated balance carried forward
      shall
      be similarly allocated prior to the expiration of such two-year period. All
      balances shall be fully vested and distribution shall be made in accordance
      with
      Section 6.4 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 2005 Plan Account or Unvested 2002 Plan 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.

     

     

    
      
        
        

      

      
        -15-

        
        

      

      
        
        

      

    

    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.

     

    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. Notwithstanding the foregoing, benefits under this Plan may be assigned
      to or made subject of a valid living trust.

     

    9.4  Notwithstanding
      any contrary provision herein, in the case of any assets set aside (directly
      or
      indirectly) in a trust (or other arrangement as provided under regulations
      issued by the Department of Treasury) for purposes of paying deferred
      compensation under this Plan, no such assets (or trust) shall ever be located
      or
      transferred outside the United States.

     

    9.5  No
      acceleration of the time or schedule of any distribution or payment under this
      Plan shall be permitted, except to the extent provided in regulations or other
      guidance issued by the Department of the Treasury under Code Section
      409A.

     

    9.6  Notwithstanding
      any contrary provision herein, no transfer of assets shall be made under or
      in
      connection with the Plan, or any compensation deferred under the Plan, that
      would result in such assets becoming restricted to the provision of benefits
      under the Plan in connection with a change in the Company’s financial health, as
      provided under Code Section 409A and the regulations or other guidance issued
      by
      the Department of the Treasury thereunder.

     

     

    
      
        
        

      

      
        -16-

        
        

      

      
        
        

      

    

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

     

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

     

    9.9  Wherever
      appropriate, words used in this Plan in the singular includes the plural and
      the
      masculine includes the feminine.

     

     

    IN
      WITNESS WHEREOF, the Company has caused this Plan to be signed by its duly
      qualified officers and caused its corporate seal to be hereunto affixed on
      this
  
      day
      of                                  
,
      2006.

     

    
 

                Old
      Republic Risk
      Management, Inc.

    


    


                By:            

     

                Title:      


    


    


    


     

    Attest:

    


    By:   
            

     

    Title:
          

     

     

    
      
        
        

      

      
        -17-