**EXHIBIT 10.11**

**AMENDMENT 2002-2**

 

**MERCURY GENERAL CORPORATION**

**PROFIT SHARING PLAN**

 

WHEREAS, Mercury General Corporation (the “Company”) maintains the Mercury General Corporation Profit Sharing Plan (as amended and restated effective as of January 1, 2002) (the “Plan”); and 

 

WHEREAS, the Company has the right to amend the Plan and theCompany desires to amend the Plan to reflect the changes in the law made by the passage of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and to adopt provisions reflecting final regulations governing minimumrequired distributions; 

 

NOW, THEREFORE, the Planis amended, effective as set forth below: 

 

I.    Section 3.2(a) of the Plan is amended by replacing the current paragraph in its entirety so that the complete Section 3.2(a) shall now read as follows: 

 

“Effective as of January 1, 1991, each Participant whomeets the requirements of Section 2.1(b) may elect Compensation Deferrals in the manner prescribed by the Committee in whole percentages from 1% to 12% of the Participant’s Compensation for each payroll period, subject to the limitations inSections 3.1, 3.5, 3.6 and 5.1. Effective as of January 1, 2002, each Participant who meets the requirements of Section 2.1(b) may elect Compensation Deferrals in the manner prescribed by the Committee in whole percentages from 1% to 20% of theParticipant’s Compensation for each payroll period, subject to the limitations in Sections 3.1, 3.5, 3.6 and 5.1. Compensation Deferrals shall be credited to the Participant’s Compensation Deferral Account, and shall be made in accordancewith rules established by the Committee. The Committee may require or permit elections by means of electronic media in accordance with Section 2.6.” 

 

II.    Thefollowing Appendix E is hereby added to the plan: 

 

**“APPENDIX E**

 

**PROVISIONS TO REFLECT CHANGES UNDER THE ECONOMIC GROWTH AND  TAX RELIEF RECONCILIATION ACT OF 2001**

 

**PREAMBLE**

 

A.    Adoption and effective date of amendment. This Appendix E to the Plan is adopted to reflect certain provisionsof EGTRRA and is intended as good faith compliance with the requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective as of the first day ofthe first Plan Year beginning after December 31, 2001. 

 

B.    Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment. 

 

**E.1    Increase in Compensation Limit.**

 

The annual compensation of each participanttaken into account in determining allocations for any plan year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual compensation meanscompensation during the plan year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the Determination Period). The cost-of-living adjustment in effect for a calendar year applies to annualcompensation for the Determination Period that begins with or within such calendar year. 

 

**E.2    Modification of Top-Heavy Rules.**

 

(a)  Effective Date. This Section shall apply for purposes of determining whether the Plan is a top-heavy plan underSection 416(g) of the Code for plan years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This Section amends Appendix B of the Plan. 

 

(b)  Determination of Top-Heavy Status.

 

(i)  Keyemployee. Key employee means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greaterthan $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For thispurpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 

 

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416(i)(1) ofthe Code and the applicable regulations and other guidance of general applicability issued thereunder. 

 

(ii)  Determination of present values and amounts. This Section E.2 (b)(ii) shall apply for purposes ofdetermining the present values of accrued benefits and the amounts of account balances of employees as of the determination date. 

 

(1)  Distributions during year ending on the determination date. The present values of accrued benefitsand the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code duringthe 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of theCode. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.” 

 

(2)  Employees not performingservices during year ending on the determination date. The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.

 

(c)   Minimum Benefits.

 

(i)  Matchingcontributions. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect tomatching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirementsshall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code. 

 

**E.3    Direct Rollovers of Plan Distributions.**

 

(a)  Effective Date. This Section shall applyto distributions made after December 31, 2001. 

 

(b)  Modification of Definition of Eligible Retirement Plan. For purposes of the direct rollover provisions in Section 7.8 of the Plan, an Eligible Retirement Plan shall also mean an annuity contract described inSection 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees toseparately account for amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse 

 

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or former spouse who is thealternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code. 

 

(c)  Modification of Definition of Eligible Rollover Distribution to Exclude Hardship Distributions. For purposes of thedirect rollover provisions in Section 7.8 of the Plan, any amount that is distributed on account of hardship shall not be an Eligible Rollover Distribution and the distributee may not elect to have any portion of such a distribution paid directly toan Eligible Retirement Plan. 

 

**E.4    Rollovers From Other Plans.**

 

The plan will accept participant rollover contributions and/or direct rollovers of distributions made after December 31, 2001, from the following types of plans: 

 

(a)  Direct Rollovers. The Plan will accept adirect rollover of an Eligible Rollover Distribution from: a qualified plan described in Section 401(a) or 403(a) of the Code, excluding after-tax employee contributions; an annuity contract described in Section 403(b) of the Code, excludingafter-tax employee contributions; an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. 

 

(b)  Participant Rollover Contributions fromOther Plans. The Plan will accept a participant contribution of an Eligible Rollover Distribution from: a qualified plan described in Section 401(a) or 403(a) of the Code; an annuity contract described in Section 403(b) of the Code; an eligibleplan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. 

 

(c)  Participant Rollover Contributions from IRAs. The Plan will accept a participantrollover contribution of the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

 

**E.5    Repeal of Multiple UseTest.**

 

The multiple use test describedin Treasury Regulation Section 1.401(m)-2 and Section 3.7 of the Plan shall not apply for plan years beginning after December 31, 2001. ****

 

**E.6    Contribution Limitation on Elective Deferrals.**

 

No participant shall be permitted to have elective deferrals made under this Plan, or any other qualifiedplan maintained by the employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section .10 of this Appendix E and Section414(v) of the Code, if applicable. 

 

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**E.7    Distribution Upon Severance From Employment.**

 

A participant’s accounts shall be distributed on account of the participant’s severance from employment. However, such adistribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed. 

 

**E.8    Suspension Period Following HardshipDistribution.**

 

A participant whoreceives a distribution of elective deferrals after December 31, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for 6 months after receipt ofthe distribution. 

 

**E.9    Vesting ofEmployer Matching Contributions.**

 

(a)  Applicability. This section shall apply to participants with accrued benefits derived from employer matching contributions who complete an hour of service under the Plan in a plan year beginning after December31, 2001. 

 

(b)  Vestingschedule. A participant’s accrued benefit derived from employer matching contributions shall vest according to the following schedule: 

 

 

Years of vesting service
 
Nonforfeitable percentage

2            
 
  20

3            
 
  40

4            
 
  60

5            
 
  80

6 or more
 
100

 

**E.10    Catch-Up Contributions.**

 

All employees who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordancewith, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code.The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-upcontributions. Catch-up contributions shall apply to contributions after December 31, 2002. 

 

**E.11    Limitation on Corporate Deductions.**

 

Notwithstanding any more restrictive limits on Company contributions to the Plan, contributions to the Plan will be limited as set forthin Section 404(a) of the Code. 

 

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**E.12    Limitations on Contributions.**

 

(a)  Effective Date. This Section shall be effective for limitation years beginning after December 31, 2001. 

 

(b)  Maximum Annual Addition. Except to the extent permitted under Section E.10 of thisAppendix E, and in accordance with Appendix A of the Plan and Section 414(v) of the Code, if applicable, the annual addition that may be contributed or allocated to a participant’s account under the Plan for any limitation year shall not exceedthe lesser of: 

 

(i)  $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or 

 

(ii)  100 percent of the participant’s compensation, within the meaning of Section 415(c)(3) of the Code,for the limitation year. The compensation limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwisetreated as an annual addition.” 

 

II.    The following Appendix F is hereby added to the plan: 

 

**“APPENDIX F**

 

**AMENDMENT OF THE PLAN FOR MINIMUM DISTRIBUTION REQUIREMENTS**

 

**PREAMBLE**

 

A.    Adoption and effective date of amendment. This Appendix F of the Plan is adopted to reflect certain provisions of the Code Section 401(a)(9) regulations (“Regulations”). This amendment is intendedas good faith compliance with the requirements of the Regulations and is to be construed in accordance with the Regulations and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective as of the first day of thefirst Plan Year beginning January 1, 2003. 

 

B.    Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment. 

 

**F.1    General Rules.**

 

(a)  Effective Date. The provisions of thisAppendix F will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. 

 

(b)  Coordination with Minimum Distribution Requirements Previously in Effect. Required minimum distributions for 2003under this Appendix F will be determined as follows: 

 

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If the totalamount of 2003 required minimum distributions under the Plan made to the distributee prior to the effective date of this Appendix F equals or exceeds the required minimum distributions determined under this Appendix F, then no additionaldistributions will be required to be made for 2003 on or after such date to the distributee. If the total amount of 2003 required minimum distributions under the Plan made to the distributee prior to the effective date of this Appendix F is lessthan the amount determined under this Appendix F, then required minimum distributions for 2003 on and after such date will be determined so that the total amount of required minimum distributions for 2003 made to the distributee will be the amountdetermined under this Appendix F. 

 

(c)  Precedence. The requirements of this Appendix F will take precedence over any inconsistent provisions of the Plan provided that this Appendix F shall not be considered to allow a participant or beneficiary todelay a distribution or elect an optional form of benefit not otherwise provided in the Plan. 

 

(d)  Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix F will be determined and made in accordance with the Treasury regulations underSection 401(a)(9) of the Internal Revenue Code. 

 

(e)  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Appendix F, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of theTax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 

 

**F.2    Time and Manner of Distribution.**

 

(a)  Required Beginning Date. The participant’s entire interest will be distributed, orbegin to be distributed, to the participant no later than the participant’s Required Beginning Date. 

 

(b)  Death of Participant Before Distributions Begin. If the participant dies before distributions begin, theparticipant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 

 

(i)  If the participant’s surviving spouse is the participant’s sole designated beneficiary, then,except as provided elsewhere in this Appendix F, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the participant died, or by December 31 of the calendar year inwhich the participant would have attained age 701⁄2, if later. 

 

(ii)  If the participant’s surviving spouse is not the participant’s sole designated beneficiary, then, except as provided elsewhere in this Appendix F, distributions to thedesignated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the participant died. 

 

(iii)  If there is no designated beneficiary as of September 30 of the year following the year of theparticipant’s death, the participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the participant’s death. 

 

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(iv)  If the participant’s surviving spouse is the participant’s sole designated beneficiary and the surviving spouse dies after the participant but before distributions to the surviving spouse begin, this SectionF.2(b), other than Section F.2(b)(i), will apply as if the surviving spouse were the participant. 

 

For purposes of this Section F.2(b) and Section F.4, unless Section F.2(b)(iv) applies, distributions are considered to begin on theparticipant’s Required Beginning Date. If Section F.2(b)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section F.2(b)(i). **

 

(c)  Forms of Distribution. Unless theparticipant’s interest is distributed in the form of a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections F.3 and F.4 of this Appendix F.

 

**F.3    Required Minimum DistributionsDuring Participant’s Lifetime.**

 

(a)  Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesserof: 

 

(i)  the quotientobtained by dividing the participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the participant’s age as of the participant’sbirthday in the distribution calendar year; or 

 

(ii)  if the participant’s sole designated beneficiary for the distribution calendar year is the participant’s spouse, the quotient obtained by dividing the participant’s account balance by the number in theJoint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the participant’s and spouse’s attained ages as of the participant’s and spouse’s birthdays in the distribution calendar year.

 

(b)  Lifetime Required MinimumDistributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section F.3 beginning with the first distribution calendar year and up to and including the distribution calendar yearthat includes the participant’s date of death. 

 

**F.4    Required Minimum Distributions After Participant’s Death.**

 

(a)  Death On or After Date Distributions Begin. 

 

(i)  Participant Survived by Designated Beneficiary. If the participant dieson or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the participant’s death is the quotient obtained by dividing theparticipant’s account balance 

 

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by the longerof the remaining life expectancy of the participant or the remaining life expectancy of the participant’s designated beneficiary, determined as follows: 

 

(A)  The participant’s remaining life expectancy is calculated using the age of the participant in the yearof death, reduced by one for each subsequent year. 

 

(B)  If the participant’s surviving spouse is the participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year afterthe year of the participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of thesurviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. 

 

(C)  If the participant’ssurviving spouse is not the participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the participant’s death,reduced by one for each subsequent year. 

 

(ii)  No Designated Beneficiary. If the participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the participant’s death,the minimum amount that will be distributed for each distribution calendar year after the year of the participant’s death is the quotient obtained by dividing the participant’s account balance by the participant’s remaining lifeexpectancy calculated using the age of the participant in the year of death, reduced by one for each subsequent year. 

 

(b)  Death Before Date Distributions Begin.

 

(i)  Participant Survived by Designated Beneficiary. Except as providedelsewhere in this Appendix F, if the participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the participant’sdeath is the quotient obtained by dividing the participant’s account balance by the remaining life expectancy of the participant’s designated beneficiary, determined as provided in Section F.4(a). 

 

(ii)  No DesignatedBeneficiary. If the participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the participant’s death, distribution of the participant’s entireinterest will be completed by December 31 of the calendar year containing the fifth anniversary of the participant’s death. 

 

(iii)  Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If theparticipant dies before the date distributions begin, the participant’s surviving spouse is the participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse

 

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under SectionF.2(b)(i), this Section F.4(b) will apply as if the surviving spouse were the participant. 

 

**F.5    Definitions.**

 

(a)  Designated Beneficiary. The individual who is designated as the beneficiary under Section 2.4 of the Plan is thedesignated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-4, Q&A-1, of the Treasury regulations. 

 

(b)  Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributionsbeginning before the participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the participant’s Required Beginning Date. For distributions beginning after theparticipant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section F.2(b). The required minimum distribution for the participant’s first distribution calendar year willbe made on or before the participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which theparticipant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. 

 

(c)  Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of theTreasury regulations. 

 

(d)  Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amountof any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date.The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

 

(e)  Required Beginning Date.The Required Beginning Date means April 1 of the calendar year following the later of (a) the calendar year in which the participant attains age seventy and a half (70 1⁄2), or (b) the calendar year in which the employee retires. In the case of aparticipant who is a five percent (5%) owner (as defined in Section 416 of the Code) with respect to the Plan ending in the calendar year in which the participant turns 70 1⁄2, the Required Beginning Date shall be April 1 of the calendar yearfollowing the calendar year in which the participant turns 70 1⁄2. 

 

**F.6    Effective Date of Plan Amendment for Section 401(a)(9) Final and Temporary Treasury Regulations.**

 

Appendix F, Minimum Distribution Requirements, applies for purposes of determining required minimum distributions for distributioncalendar years beginning with the 2003 calendar year.” 

 

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IN WITNESSWHEREOF, this amendment 2002-1 is hereby adopted this****26 day of April, 2002. 

 

**MERCURY GENERAL CORPORATION**

By:
 
/s/    GEORGE JOSEPH

Its
 
CEO

 

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