Amended 2002-2 to the Mercury General Profit Sharing Plan



 
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 the
Company 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 minimum
required distributions; 
 
NOW, THEREFORE, the Plan
is 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 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 12% of the Participant’s Compensation for each payroll period, subject to the limitations in
Sections 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 the
Participant’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 accordance
with rules established by the Committee. The Committee may require or permit elections by means of electronic media in accordance with Section 2.6.” 







 
II.    The
following 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 provisions
of 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 of
the 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 participant
taken 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 means
compensation 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 annual
compensation 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 under
Section 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)  Key
employee. 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 greater
than $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 this
purpose, 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) of
the 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 of
determining 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 benefits
and 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 during
the 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 the
Code. 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 performing
services 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)  Matching
contributions. 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 to
matching 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 requirements
shall 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 apply
to 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 in
Section 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 to
separately 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 the
alternate 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 the
direct 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 to
an 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 a
direct 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, excluding
after-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 from
Other 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 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. 
 
(c)  Participant Rollover Contributions from IRAs. The Plan will accept a participant
rollover 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 Use
Test. 
 
The multiple use test described
in 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 qualified
plan 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 Section
414(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 a
distribution 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 Hardship
Distribution. 
 
A participant who
receives 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 of
the distribution. 
 
E.9    Vesting of
Employer 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 December
31, 2001. 
 
(b)  Vesting
schedule. 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 accordance
with, 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-up
contributions. 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 forth
in 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 this
Appendix 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 exceed
the 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 otherwise
treated 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 intended
as 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 the
first 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 this
Appendix 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 2003
under this Appendix F will be determined as follows: 
 

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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 equals or exceeds the required minimum distributions determined under this Appendix F, then no additional
distributions 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 less
than 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 amount
determined 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 to
delay 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 under
Section 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 the
Tax 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, or
begin 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, the
participant’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 in
which 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 the
designated 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 the
participant’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 Section
F.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 the
participant’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 the
participant’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 Distributions
During 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 lesser
of: 
 
(i)  the quotient
obtained 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’s
birthday 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 the
Joint 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 Minimum
Distributions 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 year
that 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 dies
on 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 the
participant’s account balance 
 

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by the longer
of 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 year
of 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 after
the 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 the
surviving 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’s
surviving 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 life
expectancy 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 provided
elsewhere 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’s
death 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 Designated
Beneficiary. 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 entire
interest 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 the
participant 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 Section
F.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 the
designated 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 distributions
beginning 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 the
participant’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 will
be 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 the
participant’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 the
Treasury 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 amount
of 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 a
participant 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 year
following 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 distribution
calendar years beginning with the 2003 calendar year.” 
 

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IN WITNESS
WHEREOF, 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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