exhibit10-6b.htm


    Exhibit
10.6(b)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    FPIC
INSURANCE GROUP, INC.

    


    EXCESS
BENEFIT PLAN

    


    (as
amended and restated effective January 1, 2008)

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	 
	
                                                                             

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                                                                            1.      PURPOSE                                                                                                                            

                                                                          	1 
	 
      	 
	
                                                                            2.      DEFINITIONS                                                                                                                            

                                                                          	1 
	 
      	 
	
                                                                            3.      ADMINISTRATION                                                                                                                            

                                                                          	1 
	 
      	 
	
                                                                            4.      ELIGIBILITY                                                                                                                            

                                                                          	2 
	 
      	 
	
                                                                            5.      RETIREMENT
      BENEFITS                                                                                                                            

                                                                          	2 
	 
      	 
	
                                                                            6.      PAYMENTS
      OF BENEFITS IN THE EVENT
      OF
      DEATH                                                                                          

                                                                          	2 
	 
      	 
	
                                                                            7.      CLAIMS
      PROCEDURES                                                                                                                            

                                                                          	2 
	 	 
	
                                                                            8.      CHANGE
      OF
      CONTROL                                                                                                                            

                                                                          	5 
	 
      	 
	
                                                                            9.      FUNDING                                                                                                                            

                                                                          	5 
	 
      	 
	
                                                                            10.    MISCELLANEOUS                                                                                                                            

                                                                          	6 
	 
      	 
	
                                                                            11.    EFFECTIVE
      DATE                                                                                                                            

                                                                          	6 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    


    
      
        
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    FPIC
INSURANCE GROUP, INC.

    


    EXCESS
BENEFIT PLAN

    


    1.   PURPOSE

    


    1.1           The
Plan amends and restates in its entirety as of January 1, 2008 the Florida
Physicians Insurance Company Excess Benefit Plan effective January 13,
1996.

    


    1.2           The
purpose of the Plan is to provide a supplemental retirement benefit to selected
Employees.

    


    2.   DEFINITIONS

    


    2.1           For
purposes of the Plan the following terms shall have the definition which is
attributed to them, unless another definition is clearly indicated by particular
usage and context.

    


    (a)           “Board”
means the Company’s Board of Directors.

    


    (b)           “Change
in Control” shall have the same meaning herein as in the Company’s Deferred
Compensation Plan (the “DC Plan”), as in effect on the date hereof (substituting
“the Company” for “a Participating Employer” throughout).

    


    (c)           “Code”
means the Internal Revenue Code of 1986, as amended.

    


    (d)           “Committee”
means the Compensation Committee of the Board.

    


    (e)           “Company”
means FPIC Insurance Group, Inc.

    


    (f)           “Director”
means a member of the Board.

    


    (g)           “Employee”
means any individual who performs services for the Company and is included on
the regular payroll of the Company, a Parent or Subsidiary.

    


    (h)           “PBGC”
means the Pension Benefit Guaranty Corporation.

    


    3.   ADMINISTRATION

    


    3.1           The
Committee shall administer the Plan and may delegate to any management
committee, Employee, Director or agent its responsibility to perform any act
hereunder, including without limitation, those matters involving the exercise of
discretion, provided that such delegation shall be subject to revocation at any
time at its discretion.

    


    3.2           The
Committee shall have full authority to determine all questions arising in
connection with the Plan, other than those determinations delegated to
management Employees or independent third parties by the Board, including
interpreting its provisions and construing all

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      of
its terms; may adopt procedural rules, and may employ and rely on such legal
counsel, such actuaries, such accountants and such agents as it may deem
advisable to assist in the administration of the Plan.

       

    

    3.3           All
of its rules, interpretations and decisions shall be applied in a uniform manner
to all participants similarly situated and decisions of the Committee shall be
conclusive and binding on all persons.

    


    4.   ELIGIBILITY

    


    4.1           The
former Employees of the Company shown on Schedule 1 hereto are
the only participants in the Plan.  No other persons may become
participants in the Plan.

    


    5.   RETIREMENT
BENEFITS

    


    5.1           The
amount of each participant’s monthly retirement benefit is shown on Schedule 1
hereto.

    


    5.2           Payment
of the monthly retirement benefit shall begin as to a participant on the first
day of the month following the date on which that participant attains age
65.  Benefits will continue to be paid on the first day of each
succeeding month, with the last payment on the first day of the month in which
that participant dies.

    


    6.   PAYMENTS
OF BENEFITS IN THE EVENT OF DEATH

    


    6.1           If
a participant dies before attaining age 65 and is survived by a spouse to whom
he was continuously married throughout the one-year period ending on the date he
dies, a death benefit shall be payable to that spouse in an amount equal to 50
percent of the deceased participant’s monthly retirement benefit.

    


    6.2           Payment
of the death benefit shall begin on the date the deceased participant’s monthly
retirement benefit would have begun to be paid.  Benefits will
continue to be paid on the first day of each succeeding month with the last
payment on the first day of the month in which the former spouse
dies.  If the spouse dies before the date the deceased participant’s
monthly retirement benefit would have begun to be paid, no death benefits are
payable.

    


    7.         CLAIM
PROCEDURES

    


    7.1           Filing a
Claim.  Any controversy or claim arising out of or relating to
the Plan shall be filed in writing with the Committee, which shall make all
determinations concerning such claim.  Any claim filed with the
Committee and any decision by the Committee denying such claim shall be in
writing and shall be delivered to the participant or beneficiary filing the
claim (the “Claimant”).

    


    
      	
               
      

            	
              (a)

            	
              In
      General.  Notice of a denial of benefits will be provided
      within ninety (90) days of the Committee’s receipt of the Claimant's claim
      for benefits.  If the

            


    

    


    
      
        
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              Committee
      determines that it needs additional time to review the claim, the
      Committee will provide the Claimant with a notice of the extension before
      the end of the initial ninety (90) day period.  The extension
      will not be more than ninety (90) days from the end of the initial ninety
      (90) day period and the notice of extension will explain the special
      circumstances that require the extension and the date by which the
      Committee expects to make a
decision.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Contents of
      Notice.  If a claim for benefits is completely or
      partially denied, notice of such denial shall be in writing and shall set
      forth the reasons for denial in plain language.  The notice
      shall (i) cite the pertinent provisions of the Plan document and (ii)
      explain, where appropriate, how the Claimant can perfect the claim,
      including a description of any additional material or information
      necessary to complete the claim and why such material or information is
      necessary.  The claim denial also shall include an explanation
      of the claims review procedures and the time limits applicable to such
      procedures, including a statement of the Claimant’s right to bring a civil
      action under Section 502(a) of ERISA following an adverse decision on
      review.

            


    

    


    7.2           Legal
Action.  A Claimant may not bring any legal action, including
commencement of any arbitration, relating to a claim for benefits under the Plan
unless and until the Claimant has followed the claims procedures under the Plan
and exhausted his or her administrative remedies under such claims
procedures.

    


    If
a participant or beneficiary prevails in a legal proceeding brought under the
Plan to enforce the rights of such participant or any other similarly situated
participant or beneficiary, in whole or in part, the Company shall reimburse
such participant or beneficiary for all legal costs, expenses, attorneys’ fees
and such other liabilities incurred as a result of such
proceedings.

    


    7.3           Discretion of
Committee.  All interpretations, determinations and decisions
of the Committee with respect to any claim shall be made in its sole discretion,
and shall be final and conclusive.

    


    7.4           Arbitration.

    


    If
any claim or controversy between the Company and a participant or beneficiary is
not resolved through the claims procedure set forth above, such claim shall be
submitted to and resolved exclusively by expedited binding arbitration by a
single arbitrator.  Arbitration shall be conducted in accordance with
the following procedures:

    


    The
complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy.  Following
the giving of such notice, the parties shall meet and attempt in good faith to
resolve the matter.  In the event the parties are unable to resolve
the matter within twenty one (21) days, the parties shall meet and attempt in
good faith to select a single arbitrator acceptable to both
parties.  If a single arbitrator is not selected by mutual consent
within ten (10) business days following the giving of the written notice of
dispute, an arbitrator shall be selected from a list of

    


    
      
        
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      nine
persons each of whom shall be an attorney who is either engaged in the active
practice of law or recognized arbitrator and who, in either event, is
experienced in serving as an arbitrator in disputes between employers and
employees, which list shall be provided by the main office of either JAMS, the
American Arbitration Associate (“AAA”) or the Federal Mediation and Conciliation
Service.  If, within three business days of the parties’ receipt of
such list, the parties are unable to agree on an arbitrator from the list, then
the parties shall each strike names alternatively from the list, with the first
to strike being determined by the flip of a coin.  After each party
has had four strikes, the remaining name on the list shall be the
arbitrator.  If such person is unable to serve for any reason, the
parties shall repeat this process until an arbitrator is
selected.

    

     

    Unless
the parties agree otherwise, within sixty (60) days of the selection of the
arbitrator, a hearing shall be conducted before such arbitrator at a time and a
place agreed upon by the parties.  In the event the parties are unable
to agree upon the time or place of the arbitration, the time and place shall be
designated by the arbitrator after consultation with the
parties.  Within thirty (30) days of the conclusion of the arbitration
hearing, the arbitrator shall issue an award, accompanied by a written decision
explaining the basis for the arbitrator’s award.

    


    In
any arbitration hereunder, the Company and the participant or beneficiary shall
each pay one-half of all administrative fees of the arbitration and of all fees
of the arbitrator.  Each party shall pay its own attorneys’ fees,
costs, and expenses, unless the arbitrator orders otherwise.  The
prevailing party in such arbitration, as determined by the arbitrator, and in
any enforcement or other court proceedings, shall be entitled, to the extent
permitted by law, to reimbursement from the other party for all of the
prevailing party’s costs (including but not limited to the arbitrator’s
compensation), expenses, and attorneys’ fees.  The arbitrator shall
have no authority to add to or to modify the Plan, shall apply all applicable
law, and shall have no lesser and no greater remedial authority than would a
court of law resolving the same claim or controversy.  The arbitrator
shall, upon an appropriate motion, dismiss any claim without an evidentiary
hearing if the party bringing the motion establishes that it would be entitled
to summary judgment if the matter had been pursued in court
litigation.

    


    The
parties shall be entitled to discovery as follows: Each party may take no more
than three depositions.  The Company may depose the participant or
beneficiary plus two other witnesses, and the participant or beneficiary may
depose the Company, pursuant to Rule 30(b)(6) of the Federal Rules of Civil
Procedure, plus two other witnesses.  Each party may make such
reasonable document discovery requests as are allowed in the discretion of the
arbitrator.

    


    The
decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent
jurisdiction.

    


    Any
arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency
between the

    


    
      
        
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      rules
and procedures of the Act and the terms of the Plan, the terms of the Plan shall
prevail.

    

    


    If
any of the provisions of this Section 7.4 are determined to be unlawful or
otherwise unenforceable, in the whole part, such determination shall not affect
the validity of the remainder of this section and this section shall be reformed
to the extent necessary to carry out its provisions to the greatest extent
possible and to insure that the resolution of all conflicts between the parties,
including those arising out of statutory claims, shall be resolved by neutral,
binding arbitration.  If a court should find that the provisions of
this Section 7.4 are not absolutely binding, then the parties intend any
arbitration decision and award to be fully admissible in evidence in any
subsequent action, given great weight by any finder of fact and treated as
determinative to the maximum extent permitted by law.

    


    The
parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of a
single participant or beneficiary.

    


    8.         CHANGE
IN CONTROL

    


    8.1           Upon
the occurrence of a Change in Control, (i) each participant and beneficiary
already receiving benefits and/or survivor’s benefits under the Plan shall
receive a lump sum distribution of their unpaid benefits and/or survivor’s
benefits under the Plan in an amount equal to the present value of such benefits
and/or survivor’s benefits in full satisfaction of all present and future Plan
liability with respect to such participant or beneficiary, and (ii) each
participant who is not already receiving benefits under the Plan shall receive a
lump sum distribution of the present value of such participant’s accrued benefit
under the Plan as of the date of such Change in Control, within 30 days of the
date of such Change in Control.

    


    8.2           In
determining the lump sum distributions to be paid under the Section 8, the
following actuarial assumptions shall be used:

    


    
      	
                  
      (a)  

            	
              the
      interest rate used shall be the interest rate used by the PBGC for
      determining the value of immediate annuities as of January 1 of the year
      of the occurrence of the Change in Control;
and

            


    

    


    
      	
                  
      (b)  

            	
              the
      1983 Group Annuity Mortality Table shall be
  used.

            


    

    


    9.         FUNDING

    


    9.1           Benefits
payable under this Plan shall not be funded and shall be made out of the general
funds of the Company; provided, however, that the Company reserves the right to
establish one or more trusts to provide alternate sources of benefit payments
under this Plan.  No participant, spouse or beneficiary shall have any
right, title or interest whatever in assets of the Company.  Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship, between the

    


    
      
        
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      Company
and any employee, spouse, or beneficiary.  To the extent that any
person acquires a right to receive payments hereunder, such rights are no
greater than the right of an unsecured general creditor of the
Company.

    

     

    10.        MISCELLANEOUS

    


    10.1           This
Plan may be terminated at any time by the Board, consistent with the
requirements of Code Section 409A and applicable guidance
thereunder.  In the event the Plan is terminated, the rights of the
participants to their accrued benefits shall become
non-forfeitable.

    


    10.2           This
Plan may also be amended at any time by the Board, except that no such amendment
shall deprive any participant of such participant’s vested benefits accrued at
the time of such amendment.

    


    10.3           No
right to payment or any other interest under this Plan may be alienated, sold,
transferred, pledged, assigned, or made subject to attachment, execution, or
levy of any kind.

    


    10.4           Nothing
in this Plan shall be construed as giving any Employee the right to be retained
in the employ of the Company.

    


    10.5           This
Plan shall be construed, administered and enforced according to laws of the
State of Florida.

    


    10.6           The
Plan is intended to constitute a plan of deferred compensation that meets the
requirements for deferral of income taxation under Code Section
409A.  The Board, pursuant to its authority to interpret the Plan, may
sever from the Plan any provision or exercise of a right that otherwise would
result in a violation of Code Section 409A.

    


    10.7           No
payment hereunder to a participant that is payable upon separation from service
may be paid sooner than six months after such separation from
service.

    


    11.        EFFECTIVE
DATE

    


    11.1           The
amendment and restatement of the Plan shall be effective January 1,
2008.

    


    
      
        
          
            
              	 	 	 
	 	 	
                      FPIC
      Insurance Group, Inc.

                       

                    	 
	
                       

                    	
                      By:
      

                    	/s/ T.
      Malcolm Graham	 
	 	 	Name: 
      T. Malcolm Graham 	 
	 	 	Title: 
      General Counsel and Secretary 	 
	 	 	 	 


            

          

        

      

    

     

     

    
      
        
           
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    Schedule
1

    


    


    
      	
               

              Name of Former Employee

               

            	
              Vested
      Accrued Monthly 

              Retirement Benefit

               

            
	
              Roberta
      Goes Cown

               

            	
              $126.63

            
	
              Gary
      M. Dallero

               

            	
              $161.09

            
	
              Kim
      D. Thorpe

            	
              $2,219.84

               

            


    

    


    
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