Exhibit 10(P) - Material Contract - ORI Great West Holdings 2005 Key Employees
      Performance Recognition Plan


     

     

     

     

     

     

     

     

    
 

    ORI
      GREAT WEST HOLDINGS, INC.

    2005
      KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    ORI
      GREAT WEST HOLDINGS, 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 ORI
      Great
      West Holdings, Inc. by offering long-term incentives in addition to current
      compensation to those officers and key employees of this Company and its
      subsidiary Employers 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 ORI Great West Holdings, Inc. Amended
      and Restated Key Employees Performance Recognition Plan, dated April 8, 2002,
      as
      amended (the “2002 Plan”), which were not yet vested as of December 31,
      2004.

     

    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 ORI Great West Holdings, Inc. 2005 Key Employees Performance
      Recognition Plan.

     

    2.2 “Company”
      shall mean ORI Great West Holdings, 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. As of the effective date of this Plan, the Employers are:

     

    Great
      West Casualty Company

    Joe
      Morten & Son, Inc.

    Joe
      Morten & Son of Texas, Inc.

    Great
      West Insurance Agencies, Inc.

    Great
      West Risk Management, Inc.

    Great
      West Services, Inc.

    American
      General Agency, Inc.

    Motor
      Ways, Inc.

    


    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 the Company and the Chairman and President of Old
      Republic International Corporation.

     

    2.7 “Employee”
      shall mean any person who is employed by the 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 establishing an Account in the Plan.

     

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

     


    
      
        
        

      

      
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    (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 him or her under the Plan pursuant to Article Six of this Plan,
      and

     

    (c) forfeitures,
      if any, pursuant to Articles Six and Seven of this 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 and/or Performance Multiplier Account” shall mean only those 2002 Plan
      Account credits which were not
      vested
      as of December 31, 2004, together with any Performance Multiplier credits
      calculated pursuant to paragraph (a) of Section 5.2 of this Plan, or, if
      all 2002 Plan Account credits were vested as of December 31, 2004, then the
      term shall mean just the Performance Multiplier credits calculated pursuant
      to
      paragraph (a) of Section 5.2 of this Plan.

     

    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 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 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.

     


    
      
        
        

      

      
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    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.

     

    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
      and adjusted for 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 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 2.25 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.

     


    
      
        
        

      

      
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    2.20 “Performance
      Multiplier” shall mean the number of percentage points by which the Earnings Per
      Share for the Calculation Year exceeds one hundred twelve percent (112%) of
      the
      Earnings Per Share for the prior year.

     

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

     

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

     

    (a) Earnings
      Growth multiplied by the Earnings Per Share Multiplier; and

     

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

     

    2.23 “Earnings
      Growth Multiplier” shall mean the percentage, ranging from zero percent (0%) to
      ten percent (10%), determined on the basis of the following
      schedule:

     

    Year
      Over
      Year %
      Change                      
Earnings

     
        in Operating Earnings      Growth
      Multiplier

     

    0%
      to
      6.00%  
  
      0%

    6.01%
      to
      10.00%                                             
2.5%

    10.01%
      to
      15.00%                                           
5.0%

    15.01%
      to
      20.00%                                           
7.5%

    Over
      20.00%                                                 
10.0%

    


    2.24 “Excess
      Return on Equity Multiplier” shall mean the percentage, ranging from five
      percent (5%) to fifty percent (50%), determined on the basis of the following
      scale:

     

                %
      by Which Current

                
      Year’s ROE Exceeds

             Targeted
      Minimum ROE          Excess
      Return on
      Equity Multiplier  

                     
        0%
      to
      10%                                     5.0%
      +
      0.5% for each full 1% exceeding 5% (Max 7.5%)

                
      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 22.5%)

                
      30.01% to
      40%                                  
20.0%
      +
      0.5% for each full 1% exceeding 30% (Max 25.0%)

                
      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%)

     


    
      
        
        

      

      
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    2.25 “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.

     

    2.26 “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;

     

    (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.

     


    
      
        
        

      

      
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    (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;

     

    (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 Board of Directors of the Parent Company. 

     

    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.

     


    
      
        
        

      

      
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    3.3 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.

     

    3.4 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 and/or Performance Multiplier 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. If all of the Employee’s 2002 Plan
      Account credits were fully vested as of such date, then the account created
      hereunder shall be strictly for any Performance Multiplier Credits calculated
      under paragraph (a) of Section 5.2 below. Except as otherwise
      specifically provided herein, each Unvested 2002 Plan and/or Performance
      Multiplier 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:

     

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

     

    (b) three
      and
      one-half percent (3.5%) (the “Trip Wire Multiplier”) of the Company’s
      Consolidated Net Operating Income (after deductions of preferred stock
      dividends, if any) for the Calculation Year; or

     

    (c) a
      percentage (the “Salary Cap Multiplier”) of the Eligible Employees’ Base
      Salaries, ranging from fifteen percent (15%) to fifty percent (50%), inclusive,
      determined on the basis of the following scale:

     


    
      
        
        

      

      
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    Salary
      Cap Multiplier

    


                            
      Profit Sharing Base as %     
      Multiplier Applied

                      
      of Average   To
      Active
      Participants’

              
      Shareholders’
      Equity   
Base
      Salary  

    


        
      0% to
      0.5%                                          
40%

                     
      0.5% to
      1.00%                                        
40%

    1.01%
      to
      1.50%                                        
50%

    1.51%
      to
      2.00%                                        
50%

    2.01%
      to
      2.50%                                        
60%

    2.51%
      and
      Above                                   
60%;
      or

    


    (d) the
      average of the Profit Sharing Base ((a) above), the “Trip Wire Multiplier” ((b)
      above) and the “Salary Cap Multiplier” ((c) above).

     

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

     

    ARTICLE
      FIVE

     

    ALLOCATION
      OF THE PERFORMANCE RECOGNITION POOL

     

    5.1 Prior
      to
      March 1 each year, 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 Calculation Year.

     


    
      
        
        

      

      
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    5.2 Prior
      to
      June 1 each year, the Committee shall recommend to the CEO, ORI, allocations
      of
      any Performance Recognition Pool, such recommendations to have considered the
      recommendations to the Committee from the CEO of the Company. In designating
      Eligible Employees and allocating the Performance Recognition Pool among the
      Accounts of the Eligible Employees for any Year pursuant to this Article, the
      Committee 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
      Committee shall, in their discretion and judgment, deem
      appropriate.

     

    (a) First,
      the Performance Multiplier shall be calculated for all 2002 Plan Accounts,
      including both the balances that were vested as well as unvested as of
      December 31, 2004, of those Employees who have 2002 Plan Account balances
      on the allocation date and were eligible and actively employed by the Employer
      during such Calculation Year. Each such 2002 Plan Account at the beginning
      of
      the Calculation Year shall be multiplied by the Performance Multiplier. The
      result, however, shall be credited strictly to the Employee’s Unvested 2002 Plan
      and/or Performance Multiplier Account balance. In no event, however, shall
      the
      aggregate amount so credited exceed the lesser of fifteen percent (15%) of
      the
      aggregate 2002 Plan Account balances on the allocation date or twenty percent
      (20%) of the Performance Recognition Pool for that Calculation
      Year.

     

    (b) From
      the
      remaining portion of the Performance Pool, the CEO of the Parent Company may,
      in
      his or her discretion, reserve up to fifty percent (50%) of any one year’s Pool
      which will not be allocated currently. The Committee may carry forward the
      unallocated portion of the Performance Recognition Pool and allocate all or
      a
      portion of it pursuant to this paragraph (b) 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. The CEO of
      the Parent Company shall participate in any future allocation of such carry
      forwards as may be approved by the Committee.

     

    (c) Following
      the allocations in paragraphs (a) and (b) above, the Committee shall allocate
      for the Account of the CEO of the Company and to such other senior Eligible
      Employees selected in consultation with the CEO as it deems appropriate such
      individual award, if any, as the CEO, ORI, shall determine.

     


    
      
        
        

      

      
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    (d) Finally,
      the Committee shall submit its recommendations to the CEO, ORI, for the
      allocation of the available balance, if any, of the current Performance
      Recognition Pool to the remaining Eligible Employees.

     

    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 2005 Plan Account balance as of such year and shall become vested in
      accordance with the vesting schedule set forth in Section 6.3.

     

    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 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 Unvested 2002 Plan and/or
      Performance Multiplier Account balance, or to any Performance Multiplier credits
      awarded under this Plan, or to any 2005 Plan Account which has a zero balance
      at
      the end of the Calculation Year.

     


    
      
        
        

      

      
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    6.3 A
      portion
      of the amount of the credit in the 2005 Plan Account and any Unvested 2002
      Plan
      and/or Performance Multiplier Account 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 and/or Performance Multiplier Account balance
      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%

    


    Any
      credits in either the 2005 Plan Account or the Unvested 2002 Plan and/or
      Performance Multiplier 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 and/or
      Performance Multiplier 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:

     


    
      
        
        

      

      
        -13-

        
        

      

      
        
        

      

    

    (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 Unvested 2002 Plan and/or Performance Multiplier 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 or Unvested 2002 Plan and/or Performance Multiplier
      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.

     

    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 and/or Performance Multiplier 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).

     


    
      
        
        

      

      
        -14-

        
        

      

      
        
        

      

    

    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,

     

    (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

     


    
      
        
        

      

      
        -15-

        
        

      

      
        
        

      

    

    (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 and/or Performance Multiplier 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 any Unvested 2002 Plan and/or Performance
      Multiplier 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. 

     

    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.

     


    
      
        
        

      

      
        -16-

        
        

      

      
        
        

      

    

    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 and/or Performance Multiplier 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 an Unvested 2002 Plan and/or Performance
      Multiplier 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, and any available Performance Multiplier credited
      to
      Unvested 2002 Plan and/or Performance Multiplier Account balances, as provided
      in Sections 6.2 and 5.2, 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 and/or
      Performance Multiplier 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.

     


    
      
        
        

      

      
        -17-

        
        

      

      
        
        

      

    

    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.

     

    9.7 This
      Plan
      shall be construed in accordance with the laws of the State of Nebraska 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.

     


    
      
        
        

      

      
        -18-

        
        

      

      
        
        

      

    

    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.

    


    


                    ORI
      Great West
      Holdings, Inc.

    


                    By:          

    


                    Title:
            

    


    


    


    Attest:

    


    By:   
            

    


    Title:
           

     

     

    
      
        
        

      

      
        -19-