exhibit10-5b.htm


    
       

      Exhibit
10.5(b)

    

     

    AMENDMENT
TO THE FPIC
INSURANCE GROUP, INC.

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

     

    This
Amendment to the FPIC Insurance Group, Inc. Supplemental Executive Retirement
Plan (this “Amendment”), dated as of  December 31, 2008, amends the
FPIC Insurance Group, Inc. Supplemental Executive Retirement Plan (the “SERP”) by and  between FPIC
Insurance Group, Inc. (the “Company”) and William R. Russell and Steven R. Smith
(collectively, the “Executives”).

     

         
WHEREAS, the Company established the SERP, effective January 1, 1996 and
amended and restated January 1, 1999; and

     

    WHEREAS,
pursuant to Section 885(f) of the American Jobs Creation Act of 2004, Public Law
108-357 (the “Act”), the provisions of Section 409A of the  Internal
Revenue Code of 1986, as amended (“Section 409A”), will be applicable
to  certain nonqualified deferred compensation plans, as defined in
such Section 409A, with respect to amounts deferred after December 31, 2004;
and

     

    WHEREAS,
amounts deferred and vested on or prior to December 31, 2004 will not be subject
to Section 409A provided that the plan under which the deferred amounts were
made is not materially modified after October 3, 2004 (“Grandfathered Amounts”);
and

     

    WHEREAS,
the SERP provided Grandfathered Amounts for the Executives and the Company now
desires to amend the SERP to freeze the retirement benefits for the Executives,
as of December 31, 2004, and to provide that no new Participants will be
eligible to participate in the SERP, effective as of December 31, 2008;
and

     

    WHEREAS,
under the provisions of Section 409A, this Amendment is not a material
modification of the SERP;

     

    NOW
THEREFORE, the SERP for the Executives is hereby amended as
follows:

     

    1.          The
Excess Benefit Plan is hereby amended as of the date hereof to add the following
text to the end of the Preamble:

     

    “To
comply with the requirements of Section 409A of the Code with regards to
grandfathered deferred compensation, effective December 31, 2004, the Retirement
Benefits of Participants are frozen and no additional Service or Vesting shall
be permitted after that date.  Effective December 31, 2008, no new
Participants will be eligible to participate in the Plan.”

     

    2.          Except
as hereby amended, the SERP shall remain in full force and effect.

     

    3.          This
Amendment may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.

     

    IN
WITNESS WHEREOF, the
Company
has executed
this Amendment on the day and year first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	FPIC
      INSURANCE GROUP, INC.	 
	 	 	 	 
	
                                                                   

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