Exhibit 10.3


 


TRUST
AGREEMENT


 


Between


 


Safety Insurance Company


 


And


 


FIDELITY MANAGEMENT TRUST COMPANY


 


Safety
Insurance Company Executive Incentive Compensation Plan 

Trust


 


Dated as
of November 7, 2008


 


	
  Plan
  Number:44279

  	
   

  	
  ECM NQ 2007 BPD

  
	
  (07/2007)

  	
   

  	
  10/20/2008

  
	
   

  	
   

  	
   

  
	
   

  	
  © 2007 Fidelity Management &
  Research Company

  	
   

  



 

















 


TABLE
OF CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Trust

  	
   

  	
  3

  
	
   

  	
   

  	
  (a) Establishment

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Grantor Trust

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Trust Assets

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Non-Assignment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Payments to Sponsor 

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Disbursement

  	
   

  	
  4

  
	
   

  	
   

  	
  (a) Directions from
  Sponsor

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Limitations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Investment of Trust 

  	
   

  	
  4

  
	
   

  	
   

  	
  (a) Selection
  of Investment Options

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Available
  Investment Options (c)

  	
   

  	
   

  
	
   

  	
   

  	
  Investment Directions

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Funding Mechanism

  	
   

  	
   

  
	
   

  	
   

  	
  (e) Mutual Funds

  	
   

  	
   

  
	
   

  	
   

  	
  (f) Trustee Powers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Recordkeeping and
  Administrative Services to Be Performed

  	
   

  	
  7

  
	
   

  	
   

  	
  (a) Accounts

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Inspection and
  Audit

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Notice of Plan
  Amendment

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Returns, Reports
  and Information

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Compensation and Expenses 

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Directions and Indemnification 

  	
   

  	
  8

  
	
   

  	
   

  	
  (a) Directions from
  Sponsor

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Directions from
  Participants

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Survival

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Resignation or Removal of
  Trustee 

  	
   

  	
  9

  
	
   

  	
   

  	
  (a) Resignation and
  Removal

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Termination

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Notice Period

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Transition
  Assistance

  	
   

  	
   

  
	
   

  	
   

  	
  (e) Failure to
  Appoint Successor

  	
   

  	
   

  



 


i

















 


TABLE OF CONTENTS
 (Continued)


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Successor Trustee 

  	
   

  	
  10

  
	
   

  	
   

  	
  (a) Appointment

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Acceptance

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Corporate Action

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Resignation, Removal, and
  Termination Notices 

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Duration 

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Insolvency of Sponsor 

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Amendment or Modification 

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Electronic Services 

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  General 

  	
   

  	
  13

  
	
   

  	
   

  	
  (a) Performance by
  Trustee, its Agent or Affiliates

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Entire Agreement

  	
   

  	
   

  
	
   

  	
   

  	
  (c) Waiver

  	
   

  	
   

  
	
   

  	
   

  	
  (d) Successors and
  Assigns

  	
   

  	
   

  
	
   

  	
   

  	
  (e) Partial
  Invalidity

  	
   

  	
   

  
	
   

  	
   

  	
  (f) Section Headings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Assignment

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18 

  	
   

  	
  Force Majeure

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19 

  	
   

  	
  Confidentiality

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20 

  	
   

  	
  Situs of Trust Assets

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21 

  	
   

  	
  Governing Law 

  	
   

  	
  15

  
	
   

  	
   

  	
  (a) Massachusetts Law
  Controls

  	
   

  	
   

  
	
   

  	
   

  	
  (b) Trust Agreement
  Controls

  	
   

  	
   

  



 


ii

















 


TRUST AGREEMENT,
dated as of the 7th
day of November 2008, between Safety Insurance Company, a Massachusetts
entity, having an office at 20 Custom House Street, Boston, MA 02110 (the “Sponsor”),
and FIDELITY MANAGEMENT TRUST COMPANY, a
Massachusetts trust company, having an office at 82 Devonshire Street, Boston,
Massachusetts 02109 (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Sponsor is the sponsor of the Plan; and


 


WHEREAS, the Sponsor wishes to restate, in its entirety,
by entering into this Agreement, the irrevocable trust originally
established on January 1, 2004, with regard to the Plan and to contribute
to the Trust assets that shall be held therein, subject to the claims of
Sponsor’s creditors in the event of Sponsor’s Insolvency, as herein defined,
until paid to Participants and their beneficiaries in such manner and at such
times as specified in the Plan;


 


WHEREAS, it is the
intention of the parties that the Trust shall not affect the status of the Plan
as an unfunded plan maintained for the purpose
of providing deferred compensation for a select group of management or
highly compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974 (“ERISA”);


 


WHEREAS, it is the intention of
the Sponsor to make contributions to the Trust to provide itself with a source of funds to assist it in the
meeting of its liabilities under the Plan; and


 


WHEREAS, the Trustee is willing
to hold and invest the aforesaid assets in trust among several investment options selected by the Sponsor.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as
follows:


 


Section 1.   Definitions.  The
following terms as used in this Trust Agreement have the meanings indicated
unless the context clearly requires otherwise:


 


(a)           “Agreement”
shall mean this Trust Agreement, as the same may be amended and in effect from time
to time.


 


(b)           “Business Day” shall mean any
day on which the New York Stock Exchange (NYSE) is open.


 


(c)           “Code” shall mean the Internal
Revenue Code of 1986, as it has been or may be amended from time


 


1

















 


to
time.


 


(d)                                 “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as it has been or may be amended from
time to time.


 


(e)                                  “Fidelity Mutual Fund”
shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.


 


(f)                                    “Insolvency” shall mean that the
Sponsor is or has become insolvent as defined in Section 13(a).


 


(g)                                 “Mutual Fund” shall refer both to
Fidelity Mutual Funds and Non-Fidelity Mutual Funds.


 


(h)                                 “Non-Fidelity Mutual
Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any
of its affiliates.


 


(i)                                     “Participant”
shall mean, with respect to the Plan, any individual who has accrued a benefit
under    the Plan, which has not yet been
fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the benefit of
such an individual until such benefit has been fully distributed and/or
forfeited.


 


(j)                                     “Permissible Investment” shall mean
any of the investments specified by the Sponsor as available for investment of
assets of the Trust and agreed to by the Trustee. The Permissible Investments
shall be listed in the Service Agreement.


 


(k)                                  “Plan” shall mean the plan or plans
described in the Service Agreement.


 


(l)                                     “Reconciliation Period” shall mean the
period beginning on the date of the initial transfer of assets to the Trust and
ending on the date of the completion of the reconciliation of Participant
records.


 


(m)                               “Reporting Date” shall mean the last
day of each calendar quarter, the date as of which the Trustee resigns or is removed pursuant to this Agreement
and the date as of which this Agreement terminates pursuant to Section 9
hereof.


 


(n)                                 “Service Agreement” shall mean the agreement
between the Trustee and the Sponsor for the Trustee, through certain affiliates and related companies, to provide
administrative and recordkeeping services for the Plan.


 


(o)                                 “Sponsor” shall mean Safety Insurance
Company, as identified in the first paragraph of this Agreement, or any successor to all or substantially
all of its businesses which, by agreement, operation of law or
otherwise, assumes the responsibility of the Sponsor under this Agreement.


 


(p)                                 “Trust”
shall mean the Safety Insurance Company Executive Incentive Compensation Plan
Trust, being the trust restated by the Sponsor and the Trustee pursuant to the
provisions of the Agreement.


 


(q)                                 “Trustee” shall mean Fidelity
Management Trust Company, a Massachusetts trust company and any successor to all or substantially all of its trust
business.  The term Trustee shall also
include any successor trustee appointed pursuant to this Agreement to
the extent such successor agrees to serve as Trustee under the Agreement.


 


Section 2.  Trust.


 


(a)   Establishment.  The Sponsor hereby establishes the Trust with
the Trustee.  The Trust shall consist of an initial contribution of money
or other property acceptable to the Trustee in its sole discretion, made
by the Sponsor or transferred from a previous trustee, such additional sums of
money as


 


2

















 


shall from time to time be
delivered to the Trustee, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the
payments that are made by the Trustee as provided herein, without
distinction between principal and income. 
The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement.  In accepting this Trust, the Trustee shall be
accountable for the assets received by it, subject to the terms and
conditions of the Agreement.


 


(b)   Grantor
Trust.  The Trust is intended to be a
grantor trust, of which the Sponsor is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Code, and shall be construed
accordingly.


 


(c)   Trust Assets.  The principal of the Trust, and any earnings
thereon shall be held separate and apart from
other funds of the Sponsor and shall be used exclusively for the uses and
purposes of Participants and general
creditors as herein set forth. 
Participants and their beneficiaries shall have no preferred claim on,
or any beneficial ownership interest in, any assets of the Trust.  Any rights created under the Plan and the Agreement shall be mere
unsecured contractual rights of Participants and their beneficiaries against the Sponsor.  Any assets held by the Trust will be subject
to the claims of the Sponsor’s general
creditors under federal and state law in the event of Insolvency, as defined in
this Agreement.


 


(d)   Non-Assignment.  Benefit payments to Participants and their
beneficiaries from the Trust may not be anticipated, assigned (either at law or
in equity), alienated, pledged, encumbered, or subjected to attachment,
garnishment, levy, execution, or other legal or equitable process. Nothwithstanding anything
in this Agreement to the contrary, the Sponsor can direct the Trustee to disperse monies pursuant
to a domestic relations order as defined in Code section 414 (p)(1)(B) in accordance with Section 4(a).


 


Section 3.  Payments to Sponsor. 
Except as provided under the Agreement, the Sponsor shall have no right
to retain or divert to others any of the Trust assets before all benefit
payments have been made to the Participants and their beneficiaries pursuant to
the terms of the Plan.  The Sponsor may
direct the Trustee in writing to pay the Sponsor any amount in excess of the
amount needed to pay all of the benefits accrued under the Plan as of the date
of such payment.


 


3

















 


Section 4.  Disbursements.


 


(a)   Directions from Sponsor.


 


(i)   If the Service Agreement provides that the
Trustee will make distributions of Plan benefits
directly to Participants and beneficiaries, the Trustee shall disburse monies
to Participants and their
beneficiaries for benefit payments in the amounts that the Sponsor directs from
time to time in writing.  The Trustee shall have no responsibility to
ascertain whether the Sponsor’s direction complies with the terms of the
Plan or of any applicable law.  The
Trustee shall be responsible for federal or state income tax reporting or withholding with respect to such Plan
benefits.  The Trustee shall not be responsible
for tax reporting or withholding of FICA (Social Security and Medicare), any
federal or state unemployment, or local tax with respect to Plan distributions.


 


(ii)   If the Service Agreement provides that the
Sponsor shall be responsible for making distributions
of benefits to Participants and beneficiaries, then the Trustee shall disburse
monies to the Sponsor for benefit
payments in the amounts that the Sponsor directs from time to time in
writing.  The Trustee shall have
no responsibility to ascertain whether the Sponsor’s direction complies with
the terms of the Plan or any applicable law. 
The Trustee shall not be responsible for: (1) making benefit
payments to Participants under the Plan; or, (2) any federal, state or
local tax reporting or withholding of any kind with respect to such Plan
benefits.


 


(b)   Limitations.  The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of the Trust
at the time of the disbursement.


 


Section 5.  Investment of Trust.


 


(a)   Selection
of Investment Options.  The Trustee
shall have no responsibility for the selection of investment options under the Trust and
shall not render investment advice to any person in connection with the selection of such
options.


 


(b)   Available
Investment Options.  The Sponsor
shall direct the Trustee as to what investment options the Trust shall be invested in (i) during the
Reconciliation Period, and (ii) following the Reconciliation Period, subject to the following limitations.  The Sponsor may include only Permissible Investments as described in the Service Agreement;
provided, however, that the Trustee shall not be considered a fiduciary
with investment discretion.  The Sponsor
may add or remove investment options with the
consent of the Trustee and upon mutual amendment of the Service Agreement to
reflect such additions.


 


(c)   Investment Directions.  In order to provide for an accumulation of
assets comparable to the contractual liabilities accruing under the Plan, the
Sponsor may direct the Trustee in writing to invest


 


4

















 


the
assets held in the Trust to correspond to the hypothetical investments made for
Participants in accordance
with their direction under the Plan.


 


(d)   Funding Mechanism.  The Sponsor’s designation of available
investment options under paragraphs (a) and
(b) above, the maintenance of accounts for each Participant under the Plan
and the crediting of investments to
such accounts, and the exercise by Participants of any powers relating to investments under this Section 5 are solely
for the purpose of providing a mechanism for measuring the obligation of the Sponsor to any particular Participant
under the Plan.  As further provided in
the Agreement, no Participant or beneficiary will have any preferential claim
to or beneficial ownership interest in
any asset or investment held in the Trust, and the rights of any Participant
and his or her beneficiaries under the
Plan and the Agreement are solely those of an unsecured general creditor of the
Sponsor with respect to the benefits of the Participant under the Plan.


 


(e)   Mutual Funds.  The Sponsor hereby acknowledges that it has
received from the Trustee a copy of the prospectus for each Mutual Fund
selected by the Sponsor as a Permissible Investment.  Trust investments in Mutual Funds shall be
subject to the following limitations:


 


(i)   Execution of Purchases and Sales.  Purchases
and sales of Permissible Investments (other than for Exchanges) shall be
made on the date on which the Trustee receives from the Sponsor in good order
all information and documentation necessary to accurately effect such purchases
and sales (or in the case of a purchase, the subsequent date on which the
Trustee has received a wire transfer of funds necessary to make such
purchase).  Exchanges of Permissible
Investments shall be made on the same Business Day that the Trustee receives a
proper direction if received before market close (generally 4:00 p.m. eastern time); if the direction is received
after market close (generally 4:00 p.m. eastern time), the exchange
shall be made the following Business Day.


 


(ii)   Voting.  At the time of mailing of notice of each annual
or special stockholder’s meeting of any Mutual Fund, the Trustee shall send a
copy of the notice and all proxy solicitation materials to the Sponsor,
together with a voting direction form for return to the Trustee or its
designee.  The Trustee shall vote the
shares held in the Trust in the manner as directed by the Sponsor.  The Trustee shall not vote shares for which it has received no corresponding
directions from the Sponsor.  The Sponsor
shall also have the right to direct the Trustee as to the manner in
which all shareholder rights, other than the right to vote, shall be
exercised.  The Trustee shall have no
duty to solicit directions from the Sponsor.


 


(f)   Trustee Powers.  The Trustee shall have the following powers
and authority:


 


5

















 


(i)                       Subject to paragraphs (b), (c) and (d) of
this Section 5, to sell, exchange, convey, transfer, or otherwise dispose
of any property held in the Trust, by private contract or at public
auction.  No person dealing with the Trustee shall be bound to see to the application
of the purchase money or other property delivered to the Trustee or to
inquire into the validity, expediency, or propriety of any such sale or other disposition.


 


(ii)                    To cause any securities or other property
held as part of the Trust to be registered in the Trustee’s own name, in the
name of one or more of its nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold
any investments in bearer form, but the books and records of the Trustee
shall at all times show that all such investments are part of the Trust.


 


(iii)                 To keep that portion of the Trust in cash or cash balances
as the Sponsor may, from time to
time, deem to be in the best interest of the Trust.


 


(iv)                To make, execute, acknowledge, and deliver
any and all documents of transfer or conveyance and to carry out the powers
herein granted.


 


(v)                   To settle, compromise, or submit to
arbitration any claims, debts, or damages due to
or arising from the Trust; to commence or defend suits or legal or
administrative proceedings; to represent
the Trust in all suits and legal and administrative hearings; and to pay all
reasonable expenses arising from any such action, from the Trust if not
paid by the Sponsor.


 


(vi)                To employ legal, accounting, clerical, and
other assistance as may be required in carrying out the provisions of this
Agreement and to pay their reasonable expenses and compensation from the Trust
if not paid by the Sponsor.


 


(vii)             To do all other acts although not specifically mentioned
herein, as the Trustee may deem
necessary to carry out any of the foregoing powers and the purposes of the
Trust.


 


Notwithstanding any powers
granted to the Trustee pursuant to the Agreement or to applicable law, the
Trustee shall not have any power that could give the Trust the objective of
carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant to the
Code.


 


6

















 


Section 6.  Recordkeeping and Administrative Services
to Be Performed.


 


(a)   Accounts.  The Trustee shall keep accurate accounts of
all investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust periodically and on the
date on which the Trustee resigns or is removed as provided in the Agreement or
is terminated as provided in the Agreement. 
Within thirty (30) days following each Reporting Date or within sixty
(60) days in the case of a Reporting Date caused by the resignation or removal
of the Trustee, or the termination of the
Agreement, the Trustee shall file with the Sponsor a written account setting
forth all investments, receipts, disbursements, and other transactions
effected by the Trustee between the Reporting Date
and the prior Reporting Date, and setting forth the value of the Trust as of
the Reporting Date. Except as otherwise required under applicable law,
upon the expiration of six (6) months from the date of filing such account
with the Sponsor, the Trustee shall have no liability or further accountability
to anyone with respect to the propriety of its acts or transactions shown in
such account, except with respect to such acts
or transactions as to which the Sponsor shall within such six (6) month
period file with the Trustee written objections.


 


(b)   Inspection and Audit.  All records generated by the Trustee in
accordance with paragraphs
(a) shall be open to inspection and audit, during the Trustee’s regular
business hours prior to the termination of the Agreement, by the Sponsor or any
person designated by the Sponsor.


 


(c)   Effect of Plan Amendment.  The Sponsor must deliver to the Trustee a
copy of any amendment to the Plan as soon as administratively feasible following the
amendment’s adoption and the Sponsor must provide the Trustee on a timely basis with
all additional information the Sponsor deems necessary for the Trustee to perform the its duties
hereunder as well as such other information as the Trustee may reasonably request.


 


(d)   Returns, Reports and Information.  Except as set forth in the Service Agreement,
the Sponsor shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Trust by
law.  The Trustee shall provide the
Sponsor with such information as the Sponsor may reasonably request to
make these filings.  The Sponsor shall
also be responsible for making any disclosures to Participants required by law.


 


Section 7.  Compensation and Expenses. 
Sponsor shall pay to Trustee, within thirty (30) days of receipt of the
Trustee’s bill, the fees for services in accordance with the Service
Agreement.  All fees for services are
specifically outlined in the Service Agreement and are based on any assumptions
identified therein.


 


All
expenses of the Trustee relating directly to the acquisition and disposition of
investments


 


7
















 


constituting
part of the Trust, and all taxes of any kind whatsoever that may be levied or
assessed under existing
or future laws upon or in respect of the Trust or the income thereof, shall be
a charge against and paid from the appropriate Participants’ accounts.


 


Section 8.  Directions and Indemnification.


 


(a)   Directions
from Sponsor.   Whenever the Sponsor
provides a direction to the Trustee, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction is contained in
a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been
submitted (and not withdrawn) in writing to the Trustee by the Sponsor in the
manner described in the Service Agreement, provided the Trustee reasonably
believes the signature of the individual to
be genuine.  Such direction may be made
via electronic data transfer (“EDT”) in accordance with procedures
agreed to by the Sponsor and the Trustee; provided, however, that the Trustee
shall be fully protected in relying on such direction as if it were a direction
made in writing by the Sponsor.  The Trustee shall have no responsibility to
ascertain any direction’s (i) accuracy, (ii) compliance with
the terms of the Plan or any applicable law, or (iii) effect for tax
purposes or otherwise.


 


(b)   Directions from Participants.  The Trustee shall not be liable for any loss
resulting from any Participant’s exercise or
non-exercise of rights under this Agreement to direct the investment of the hypothetical
assets in the Participant’s accounts.


 


(c)   Indemnification.  The Sponsor shall indemnify the Trustee
against, and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys’ fees and disbursements, that may be incurred by, imposed upon, or
asserted against the Trustee by reason of any
claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with
respect to the Plan or the Trust, excepting only any and all loss, etc.,
arising solely from the Trustee’s negligence or bad faith.


 


(d)   Survival.  The provisions of this Section 8 shall
survive the termination of this Agreement.


 


Section 9.  Resignation or Removal of Trustee.


 


(a)   Resignation and Removal.


 


(i) The
Trustee may resign at any time in accordance with the notice provisions set
forth below.


 


(ii)  The Sponsor may remove the Trustee at any time
in accordance with the


 


8

















 


notice provisions set forth
below.


 


(b)   Termination.  The Agreement may be terminated at any time
by the Sponsor upon prior written notice to the Trustee in accordance with the
notice provisions set forth below.


 


(c)   Notice
Period. In the event either party desires to terminate the Agreement or any
Services hereunder, the
party shall provide at least sixty-(60) days prior written notice of the
termination date to the other party; provided, however, that the receiving
party may agree, in writing, to a shorter notice period.


 


(d)     Transition
Assistance. In the event of termination of the Agreement, if requested by Sponsor, the Trustee
shall assist Sponsor in developing a plan for the orderly transition of the
Plan data, cash and assets then
constituting the Trustee and recordkeeping services provided by the Trustee
hereunder to Sponsor or its designee. The
Trustee shall provide such assistance for a period not extending beyond sixty
(60) days from the termination date of this Agreement.  The Trustee shall provide to Sponsor, or to any person designated by Sponsor, at a mutually
agreeable time, one file of the Plan data prepared and maintained by the Trustee in the ordinary course of
business, in the Trustee’s format.  The
Trustee may provide other or additional transition assistance as
mutually determined for additional fees, which shall be due and payable by the
Sponsor prior to any termination of the Agreement.


 


(e)   Failure to Appoint Successor.  If, by the termination date, the Sponsor has
not notified the Trustee in writing as to the
individual or entity to which the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate
action or proceeding for leave to deposit the assets and cash in a court
of competent jurisdiction.  The Trustee
shall be reimbursed by the Sponsor for all costs and expenses of the action or
proceeding including, without limitation, reasonable attorneys’  fees and disbursements.


 


Section 10.  Successor Trustee.


 


(a)   Appointment.  If the office of Trustee becomes vacant for
any reason, the Sponsor may in writing
appoint a successor trustee under this Agreement.  The successor trustee shall have all of the rights,
powers, privileges, obligations, duties, liabilities, and immunities granted to
the Trustee under the Agreement.  After a
successor trustee accepts appointment, a prior trustee shall not be liable for
the acts or omissions of the Trustee with respect to the Trust occurring after
the time of the appointment.


 


(b)   Acceptance.  When the successor trustee accepts its
appointment under the Agreement, title to the Trust assets shall immediately
vest in the Trustee without any further action on the part of the


 


9

















 


prior
trustee.  The prior trustee shall execute
all instruments and do all acts that reasonably may be necessary or reasonably may be requested in
writing by the Sponsor or the Trustee to evidence the vesting of title to all
Trust assets in the Trustee or to deliver all Trust assets to the Trustee.


 


(c)   Corporate Action.  Any successor of the Trustee, through sale or
transfer of the business or trust department
of the Trustee, or through reorganization, consolidation, or merger, or any
similar transaction, shall, upon consummation of the transaction, become
the Trustee under this Agreement.


 


Section 11.  Resignation, Removal, and Termination
Notices.  All notices of resignation, removal, or
termination under this Agreement must be in writing and mailed to the party to
which the notice is being given by certified or registered mail, return receipt
requested, to the Sponsor at the address designated in the Service Agreement, and to the Trustee c/o Fidelity Investments - ECM
Client Services Relationship Manager, P.O. Box
770001, Cincinnati, OH 45277-0026, or to such other addresses as the parties
have notified each other of in the foregoing manner.


 


Section 12.  Duration.  The
Trust shall continue in effect without limit as to time, subject, however, to
the provisions of the Agreement relating to amendment, modification, and
termination thereof.


 


Section 13.  Insolvency of Sponsor.


 


(a)   Trustee
shall cease disbursement of funds for payment of benefits to Participants and their beneficiaries if the Sponsor is
Insolvent.  Sponsor shall be considered “Insolvent”
for purposes of the Agreement if (i) Sponsor
is unable to pay its debts as they become due, or (ii) Sponsor is subject
to a pending proceeding as a debtor under the United States Bankruptcy Code.


 


(b)   All times
during the continuance of the Trust, the principal and income of the Trust shall be subject to claims of general
creditors of the Sponsor under federal and state law as set forth below.


 


(i)   The Board
of Directors (or other body governing the entity under state law) and the Chief Executive
Officer of the Sponsor shall have the duty to inform the Trustee in writing of
the Sponsor’s Insolvency.  If a person claiming to be a creditor of the
Sponsor alleges in writing to the Trustee that the Sponsor has become
Insolvent, the Trustee shall determine whether the Sponsor is Insolvent and, pending such determination, the Trustee shall
discontinue disbursements for payment of benefits to Participants or
their beneficiaries.


 


(ii)   Unless
the Trustee has actual knowledge of the Sponsor’s Insolvency, or has received notice from the
Sponsor or a person claiming to be a creditor alleging that the Sponsor is


 


10

















 


Insolvent, the Trustee shall
have no duty to inquire whether the Sponsor is Insolvent.  The Trustee may in all events rely on such
evidence concerning the Sponsor’s solvency as may be furnished to the Trustee
and that provides the Trustee with a
reasonable basis for making a determination concerning the Sponsor’s solvency.


 


(iii) 
If at any time the Trustee has determined that the Sponsor is Insolvent, the
Trustee shall discontinue disbursements for payments to Participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of the
Sponsor’s general creditors.  Nothing in
this Agreement shall in any way diminish any
rights of Participants or their beneficiaries to pursue their rights as general
creditors of the Sponsor with respect to benefits due under the Plan or
otherwise.


 


(iv) 
Trustee shall resume disbursements for the payment of benefits to Participants
or their beneficiaries in accordance with
this Agreement only after the Trustee has determined that the Sponsor is
not Insolvent (or is no longer Insolvent).


 


(c)   If the Sponsor permits the employees of
another member of the same controlled group (as defined in IRC Section 414(b) or
(c)) to participate in the Plan, all of the assets held by the Trust will be
subject to the claims of the general creditors of both the Sponsor and all of
such participating affiliates and, for purposes of Section 13(a), the
Sponsor is considered Insolvent if any such affiliate meets the definition of
Insolvent.


 


(d)   Provided
that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 13(a) hereof
and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount
of all payments due to Participants or their beneficiaries under the
terms of the Plan for the period of such discontinuance, less the aggregate
amount of any payments made to Participants or their beneficiaries by the
Sponsor in lieu of the payments provided for hereunder during any such period
of discontinuance.


 


Section 14.  Amendment or Modification.  This
Agreement may be amended or modified at any time and from time to time only by
an instrument executed by both the Sponsor and the Trustee.


 


Section 15.  Electronic Services.


 


(a)   The Trustee may provide communications and
services (“Electronic Services”) and/or software products (“Electronic Products”)
via electronic media, including, but not limited to Fidelity Plan Sponsor WebStation. 
The Sponsor and its agents agree to use such Electronic Services and Electronic
Products only in the course of
reasonable administration of or participation in the Plan and to keep confidential
and not publish, copy, broadcast, retransmit, reproduce, commercially exploit
or otherwise 


 


11

















 


redisseminate the Electronic Products or Electronic Services or any portion
thereof without the Trustee’s written consent, except, in cases where
the Trustee has specifically notified the Sponsor that the Electronic Products or Services are suitable for delivery to
Participants, for non-commercial personal use by the Participants or
beneficiaries with respect to their participation in the Plan or for their
other retirement planning purposes.


 


(b)   The
Sponsor shall be responsible for installing and maintaining all Electronic Products, (including any programming required
to accomplish the installation) and for displaying any and all content
associated with Electronic Services on its computer network and/or intranet so
that such content will appear exactly as it appears when delivered to the
Sponsor.  All Electronic Products and
Services shall be clearly identified as originating from the Trustee or its
affiliate.  The Sponsor shall promptly
remove Electronic Products or Services from
its computer network and/or intranet, or replace the Electronic Products
or Services with updated products or services provided by the Trustee, upon
written notification (including written notification via facsimile) by the
Trustee.


 


(c)   All
Electronic Products shall be provided to the Sponsor without any express or implied legal warranties or acceptance of
legal liability by the Trustee, and all Electronic Services shall be provided to the Sponsor without acceptance of legal
liability related to or arising out of the electronic nature of the delivery or provision of such
Services.  Except as otherwise stated in
this Agreement, no rights are conveyed to any property, intellectual or
tangible, associated with the contents of the Electronic Products or Services
and related material. The Trustee hereby grants to the Sponsor a non-exclusive,
nontransferable revocable right and license to use the Electronic Products and
Services in accordance with the terms and conditions of the Agreement.


 


(d)   To the
extent that any Electronic Products or Services utilize Internet services to transport data or
communications, the Trustee will take, and the Sponsor agrees to follow,
reasonable security
precautions, however, the Trustee disclaims any liability for interception of
any such data or communications. The Trustee reserves the right not to accept data or
communications transmitted via electronic
media by the Sponsor or a third party if it determines that the media does not
provide adequate data security, or if it is not administratively feasible for
the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding
access, speed or availability of Internet or network services, or any
other service required for electronic communication.  The Trustee shall not be responsible for any
loss or damage related to or resulting from any changes or modifications to the
Electronic Products or Services after delivering it to the Sponsor.


 


12

















 


Section 16.  General.


 


(a)   Performance
by Trustee, its Agents or Affiliates. 
The Sponsor acknowledges and authorizes that the services to be provided under the Agreement shall
be provided by the Trustee, its agents or affiliates, including but not limited
to Fidelity Investments Institutional Operations Company, Inc. or its successor, and that certain of such services may be
provided pursuant to one or more other contractual agreements or
relationships.


 


(b)   Entire Agreement.  This Agreement contains all of the terms
agreed upon between the parties with respect to the subject matter hereof.


 


(c)   Waiver.  No waiver by either party of any failure or
refusal to comply with an obligation
hereunder shall be deemed a waiver of any other or subsequent failure or
refusal to so comply.


 


(d)   Successors and Assigns.  The stipulations in this Agreement shall
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.


 


(e)   Partial
Invalidity.  If any term or provision
of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of the Agreement, or the application of such
term or provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of the Agreement shall be valid and enforceable to the fullest
extent permitted by law.


 


(f)   Section Headings.  The headings of the various sections,
subsections and paragraphs of this Agreement
have been inserted only for the purposes of convenience and are not part of the
Agreement and shall not be deemed in
any manner to modify, explain, expand or restrict any of the provisions
of the Agreement.


 


Section 17.  Assignment.  This
Agreement, and any of its rights and obligations hereunder, may not be assigned by any party without the prior written
consent of the other party(ies), and such consent may be withheld in any
party’s sole discretion.  Notwithstanding
the foregoing, Trustee may assign this Agreement in whole or in part, and any of its rights and obligations hereunder, to
a subsidiary or affiliate of Trustee without consent of the
Sponsor.  All provisions in the Agreement
shall extend to and be binding upon the parties hereto and their respective
successors and permitted assigns.


 


Section 18.  Force Majeure.  No
party shall be deemed in default of the Agreement to the extent that any delay
or failure in performance of its obligation(s) results, without its fault
or negligence, from any cause beyond its
reasonable control, such as acts of God, acts of civil or military authority,
embargoes,


 


13

















 


epidemics, war, riots,
insurrections, fires, explosions, earthquakes, floods, unusually severe weather
conditions, power outages or strikes. 
This clause shall not excuse any of the parties to the Agreement from
any liability which results from failure to have in place reasonable disaster
recovery and safeguarding plans adequate for protection of all data each of the
parties to the Agreement are responsible for maintaining for the Plan.


 


Section 19.  Confidentiality.  Both
parties to this Agreement recognize that in the course of implementing and
providing the services described herein, each party may disclose to the other
confidential information. All such confidential information, individually and collectively,
and other proprietary information disclosed by either party shall remain the
sole property of the party disclosing the same, and the receiving party shall have no interest or rights with respect
thereto if so designated by the disclosing party to the receiving
party.  Each party agrees to maintain all
such confidential information in trust and confidence to the same extent that it protects its own
proprietary information, and not to disclose such confidential information
to any third party without the written consent of the other party.  Each party further agrees to take all reasonable precautions to prevent any
unauthorized disclosure of confidential information.  In addition,
each party agrees not to disclose or make public to anyone, in any manner, the
terms of the Agreement, except as required by law, without the prior
written consent of the other party.


 


Section 20.  Situs of Trust Assets.  The
Sponsor and the Trustee agree that no assets of the Trust shall be located or
transferred outside of the United States.


 


Section 21.  Governing Law.


 


(a)   Massachusetts Law Controls.  This Agreement is being made in the Commonwealth
of Massachusetts, and the Trust shall be administered as a Massachusetts
trust.  The validity, construction, effect, and administration of the Agreement shall
be governed by and interpreted in accordance with the laws of the
Commonwealth of Massachusetts, except to the extent those laws are superseded
under Section 514 of ERISA.


 


(b)   Trust Agreement Controls.  The Trustee is not a party to the Plan, and
in the event of any conflict between the provisions of the Plan and the
provisions of the Agreement, the provisions of the Agreement shall control.


 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.


 


 


	
  Plan Sponsor Name:

  	
   

  	
  Safety Insurance Company
  

  
	
   

  
	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William J.
  Begley, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  William J.
  Begley, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  VP, Treasurer, CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
  10/29/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIDELITY MANAGEMENT
  TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Gregory M. Perkins

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Gregory M. Perkins

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
  10/31/2008

  
							



 


15

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.


 


 


	
  Plan Sponsor Name:

  	
   

  	
  Safety Insurance Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William.
  Begley, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  William J.
  Begley, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  VP, Treasurer, CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
  10/29/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIDELITY MANAGEMENT
  TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Gregory M. Perkins

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Gregory M. Perkins

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
  10/31/2008

  
							



 


16