Exhibit 10.2


 


The
CORPORATEplan for RetirementSM  

EXECUTIVE
PLAN


 


Adoption
Agreement


 


IMPORTANT NOTE


 


This document has not been
approved by the Department of Labor, the Internal Revenue Service or any other
governmental entity.  An Employer must
determine whether the plan is subject to the Federal securities laws and the
securities laws of the various states. 
An Employer may not rely on this document to ensure any particular tax
consequences or to ensure that the Plan is “unfunded and maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees” under the Employee Retirement
Income Security Act with respect to the Employer’s particular situation.  Fidelity Management Trust Company, its
affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document. 
This document does not constitute legal or tax advice or opinions and is
not intended or written to be used, and it cannot be used by any taxpayer, for
the purposes of avoiding penalties that may be imposed on the taxpayer.  This document must be reviewed by the
Employer’s attorney prior to adoption.


 


	
  Plan Number: 44279

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
  10/20/2008

  



 


© 2007 Fidelity Management & Research
Company 


 

















 


ADOPTION
AGREEMENT

ARTICLE 1


 


1.01         PLAN
INFORMATION


 


(a)           Name of Plan:


 


This is the Safety
Insurance Company Executive Incentive Compensation Plan (the “Plan”).


 


(b)           Plan Status (Check one.):


 


(1)           Adoption Agreement effective date:   11/7/2008.


 


(2)           The Adoption Agreement effective date is (Check (A) or
check and complete (B)):


 


(A)          o  A
new Plan effective date.


 


(B)           x  An
amendment and restatement of the Plan.


 


(c)           Name of Administrator, if not the Employer:


 


 


1.02         EMPLOYER


 


(a)           Employer Name:       Safety
Insurance Company


 


(b)           The term “Employer” includes the following Related Employer(s) (as
defined in Section 2.01(a)(25)) participating in the Plan:


 


1

















 


1.03         COVERAGE


 


(Check (a) and/or (b).)


 


(a)           x  The
following Employees are eligible to participate in the Plan (Check (1) or (2)):


 


(1)         x  Only those Employees designated
in writing by the Employer, which writing is hereby incorporated herein.


 


(2)         o   Only those Employees in the
eligible class described below:


 


(b)           o  The following Directors are
eligible to participate in the Plan (Check (1) or (2)):


 


(1)         o  Only those Directors designated
in writing by the Employer, which writing is hereby incorporated herein.


 


(2)         o  All Directors, effective as of
the later of the date in 1.01(b) or the date the Director becomes a
Director.


 


(Note:  A designation in Section 1.03(a)(1) or
Section 1.03(b)(1) or a description in Section 1.03(a)(2) must
include the effective date of such participation.)


 


1.04         COMPENSATION


 


(If Section 1.03(a) is
selected, select (a) or (b). If Section 1.03(b) is selected,
complete (c))


 


For purposes of determining
all contributions under the Plan:


 


(a)           o Compensation
shall be as defined, with respect to Employees, in the                                                       
Plan maintained by the Employer:


 


(1)   o  to the extent it is in excess of
the limit imposed under Code section 401(a)(17).


 


(2)   o  notwithstanding
the limit imposed under Code section 401(a)(17).


 


(b)           x Compensation
shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):


 


(1)   o  but excluding the following:


 


2

















 


(2)   o   but excluding bonuses, except those bonuses
listed in the table in Section 1.05(a)(2).


 


(c)           o
Compensation shall be as defined in Section 2.01(a)(9)(c) with
respect to Directors, but excluding the following:


 


1.05         CONTRIBUTIONS
ON BEHALF OF EMPLOYEES


 


(a)           Deferral Contributions (Complete all that apply):


 


	
  (1)

  	
   

  	
  x

  	
  Deferral Contributions.
  Subject to any minimum or maximum deferral amount provided below, the
  Employer shall make a Deferral Contribution in accordance with, and subject
  to, Section 4.01 on behalf of each Participant who has an executed
  salary reduction agreement in effect with the Employer for the applicable
  calendar year (or portion of the applicable calendar year).

  



 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  
	
  Base Compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  75

  



 


(Note:  With respect to each type of Compensation,
list the minimum and maximum dollar amounts or percentages as whole
dollar amounts or whole number percentages.)


 


	
  (2)

  	
   

  	
  x

  	
  Deferral Contributions
  with respect to Bonus Compensation only. The Employer  requires Participants to enter into a
  special salary reduction agreement to make Deferral Contributions with
  respect to one or more Bonuses, subject to minimum and maximum deferral
  limitations, as provided in the table below.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Treated As

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Non-

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferral Contributions

  	
   

  	
  Performance

  	
   

  	
  Performance

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  
	
  Type of
  Bonus

  	
   

  	
  Based

  	
   

  	
  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  
	
  Bonus Compensation

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  100

  



 


(Note:  With respect to each type of Bonus, list the
minimum and maximum dollar amounts or percentages as whole dollar amounts or
whole number percentages.  In the event a
bonus identified as a Performance-based Bonus above does not constitute a
Performance-based Bonus with respect to any Participant, such Bonus will be
treated as a Non-Performance-based Bonus with respect to such Participant.)


 


3

















 


(b)           Matching Contributions (Choose (1) or (2) below,
and (3) below, as applicable):


 


(1)         x The Employer shall make a Matching
Contribution on behalf of each Employee Participant in an amount described
below:


 


(A)  o % of the Employee Participant’s Deferral Contributions for the calendar
year.


 


(B)  o The amount, if any, declared by the
Employer in writing, which writing is hereby incorporated herein.


 


(C) 
x Other:        75%
of the Participant’s Deferral Contributions; provided, however, that Deferral
Contributions in excess of 8% of the Participant’s compensation for the Plan
Year shall not be considered.  For this
purpose, “compensation” shall mean the Participant’s base salary and annual
bonus received (or deferred) in such Plan Year.


 


(2)        o      Matching
Contribution Offset. For each Employee Participant who has made elective
contributions (as defined in 26  CFR
section  1.401(k)-6 (“QP Deferrals”))
of the maximum permitted under Code section 402(g), or the maximum permitted
under the terms of the
                                                      
Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in
an amount equal to (A) minus (B) below:


 


(A)   The
matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP
Match”)) that the Employee Participant would have received under the QP on the
sum of the Deferral Contributions and the Participant’s QP Deferrals,
determined as though—


 


·   no limits otherwise imposed by the tax law
applied to such QP match; and


·   the Employee Participant’s
Deferral Contributions had been made to the QP.


 


(B)   The
QP Match actually made to such Employee Participant under the QP for the applicable
calendar year.


 


Provided, however, that the
Matching Contributions made on behalf of any Employee Participant pursuant to
this Section 1.05(b)(2) shall be limited as provided in Section 4.02
hereof.


 


(3)           o Matching Contribution Limits (Check the appropriate box
(es)):


 


(A)   o  Deferral Contributions in excess
of    % of the Employee Participant’s Compensation for the
calendar year shall not be considered for Matching Contributions.


 


4

















 


(B)   o  Matching Contributions for each Employee Participant for each calendar
year shall be limited to $


 


(c)           Employer Contributions


 


(1) x    Fixed Employer
Contributions. The Employer shall make an Employer Contribution  on behalf of each Employee Participant in an amount determined as
described below:


 


1.75% of the combined
statutory net income from the insurance subsidiaries of Safety Insurance Group, Inc.


 


(2) o    Discretionary
Employer Contributions. The Employer may make Employer Contributions to the
accounts of Employee Participants in any amount (which amount may be zero), as
determined by the Employer in its sole discretion from time to time in a
writing, which is hereby incorporated herein.


 


1.06         CONTRIBUTIONS
ON BEHALF OF DIRECTORS 


 


(a) o 
Director Deferral Contributions


 


The Employer shall make a
Deferral Contribution in accordance with, and subject to, Section 4.01 on
behalf of each Director Participant who has an executed deferral agreement in
effect with the Employer for the applicable calendar year (or portion of the
applicable calendar year), which deferral agreement shall be subject to any
minimum and/or maximum deferral amounts provided in the table below.


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(Note:  With respect to each type of Compensation,
list the minimum and maximum dollar amounts or percentages as whole
dollar amounts or whole number percentages.)


 


(b)  Matching and
Employer Contributions:


 


(1)  o Matching Contributions. The Employer shall
make a Matching Contribution on behalf of each Director Participant in an
amount determined as described below:


 


(2)  o Fixed Employer Contributions. The Employer
shall make an Employer Contribution
on behalf of each Director Participant in an amount determined as described
below:


 


5

















 


(3)           o  Discretionary Employer Contributions. The
Employer may make Employer Contributions to the accounts of Director
Participants in any amount (which amount may be zero), as determined by the
Employer in its sole discretion from time to time, in a writing, which is
hereby incorporated herein.


 


1.07         DISTRIBUTIONS


 


The form and timing of
distributions from the Participant’s vested Account shall be made consistent
with the elections in this Section 1.07.


 


(a) (1) 
Distribution options to
be provided to Participants


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (G)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (D) Earlier of

  	
   

  	
  (E) Earlier of

  	
   

  	
   

  	
   

  	
  Change

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A) Specified

  	
   

  	
  (B) Specified

  	
   

  	
  (C) Separation

  	
   

  	
  Separation or

  	
   

  	
  Separation or

  	
   

  	
   

  	
   

  	
  in

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
  Age

  	
   

  	
  From Service

  	
   

  	
  Age

  	
   

  	
  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  Control

  	
   

  	
  (H) Death

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferral Contribution

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  x Lump Sum 

  x Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  x Lump Sum 

  x Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Contributions

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  x Lump Sum 

  x Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum 

  o Installments

  	
   

  



 


(Note:  If the Employer elects (F), (G), or (H) above,
the Employer must also elect (A), (B), (C), (D), or (E) above, and the
Participant must also elect (A), (B), (C), (D), or (E) above.  In the event the Employer elects only a
single payment trigger and/or payment method above, then such single payment
trigger and/or payment method shall automatically apply to the Participant.  If the employer elects to provide for payment
upon a specified date or age, and the employer applies a vesting schedule to
amounts that may be subject to such payment trigger(s), the employer must apply
a minimum deferral period, the number of years of which must be greater than
the number of years required for 100% vesting in any such amounts. If the
employer elects to provide for payment upon disability and/or death, and the
employer applies a vesting schedule to amounts that may be subject to such payment
trigger, the employer must also elect to apply 100% vesting in any such amounts
upon disability and/or death.)


 


6

















 


(2)      x       A
Participant incurs a Disability when the Participant (Check at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected):


 


(A)         o is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months.


 


(B)         o is, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Employer.


 


(C)         o is determined to be totally disabled by
the Social Security Administration or the Railroad Retirement Board.


 


(D)        x is determined to be disabled
pursuant to the following disability insurance program: The Hartford
Insurance Long-Term Disability Plan (plan # GLT 674581) the definition of
disability under which complies with the requirements in regulations under Code
section 409A.


 


(Note:  If more than one box above is checked, then
the Participant will have a Disability if he satisfies at least one of the
descriptions corresponding to one of such checked boxes.)


 


(3)        x     Regardless
of any payment trigger and, as applicable, payment method, to which the Participant
would otherwise be subject pursuant to (1) above, the first to occur of
the following Plan-level payment triggers will cause payment to the Participant
commencing pursuant to Section 1.07(c)(1) below in a lump sum,
provided such Plan-level payment trigger occurs prior to the payment trigger to
which the Participant would otherwise be subject.


 


Payment
Trigger


 


(A)          o Separation from Service prior to:


 


(B)           o Separation from Service


 


(C)           o Death


 


(D)          x Change in Control


 


7
















 


(b)           Distribution Election Change


 


 A  Participant


 


	
  (1)

  	
  o

  	
   

  	
  shall

  
	
  (2)

  	
  x

  	
   

  	
  shall not

  



 


 be permitted to modify a scheduled distribution election
in accordance with Section 8.01(b) hereof.


 


(c)           Commencement
of Distributions


 


(1)                                  Each lump sum distribution and the first
distribution in a series of installment payments (if applicable) shall commence
as elected in (A), (B) or (C) below:


 


	
  (A) x

  	
   

  	
  Monthly on the 1st day of the month which day next follows the applicable triggering
  event described in 1.07(a).

  
	
   

  	
   

  	
   

  
	
  (B) o

  	
   

  	
  Quarterly on the
             day of the
  following months
                          ,
                              ,
                                ,
  or                        
  (list one month in each calendar quarter) which day next follows the
  applicable triggering event described in 1.07(a).

  
	
   

  	
   

  	
   

  
	
  (C) o

  	
   

  	
  Annually on the
             day of
                          
  (month) which day next follows the applicable triggering event described in
  1.07(a).

  



 


(Note:  Notwithstanding the
above: a six-month delay shall be imposed with respect to certain distributions
to Specified Employees; a Participant who chooses payment on a Specified Date
will choose a month, year or quarter (as applicable) only, and payment will be
made on the applicable date elected in (A), (B) or (C) above that
falls within such month, year or quarter elected by the Participant.)


 


(2)                                  The commencement of distributions pursuant to
the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall
be modified by application of
the following:


 


	
  (A) o

  	
   

  	
  Separation from Service
  Event Delay - Separation from Service will be treated as not having occurred for                months
  after the date of such event.

  
	
   

  	
   

  	
   

  
	
  (B) o

  	
   

  	
  Plan
  Level Delay - all distribution events (other than those based on  Specified Date or Specified Age) will be treated as not having
  occurred for           
  days (insert number of days but not more than 30).

  



 


(d)           Installment Frequency and Duration


 


If installments are available under the Plan pursuant to Section 1.07(a),
a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):


 


8

















 


(1)           at the following intervals:


 


	
  (A) o

  	
   

  	
  Monthly commencing on the
  day elected in Section 1.07(c)(1).

  
	
   

  	
   

  	
   

  
	
  (B) o

  	
   

  	
  Quarterly commencing on
  the day elected in Section1.07(c)(1) (with payments made at three-month
  intervals thereafter).

  
	
   

  	
   

  	
   

  
	
  (C) x

  	
   

  	
  Annually commencing on the
  day elected in Section 1.07(c)(1).

  



 


(2)           over the following term(s) (Complete
either (A) or (B)):


 


	
  (A) x

  	
   

  	
  Any
  term of whole years between 2 (minimum of 1) and 10

  (maximum of 30).

  
	
   

  	
   

  	
   

  
	
  (B) o

  	
   

  	
  Any
  of the whole year terms selected below.

  



 


	
  o 1

  	
   

  	
  o 2

  	
   

  	
  o 3

  	
   

  	
  o 4

  	
   

  	
  o 5

  	
   

  	
  o 6

  
	
  o 7

  	
   

  	
  o 8

  	
   

  	
  o 9

  	
   

  	
  o 10

  	
   

  	
  o 11

  	
   

  	
  o 12

  
	
  o 13

  	
   

  	
  o 14

  	
   

  	
  o 15

  	
   

  	
  o 16

  	
   

  	
  o 17

  	
   

  	
  o 18

  
	
  o 19

  	
   

  	
  o 20

  	
   

  	
  o 21

  	
   

  	
  o 22

  	
   

  	
  o 23

  	
   

  	
  o 24

  
	
  o 25

  	
   

  	
  o 26

  	
   

  	
  o 27

  	
   

  	
  o28

  	
   

  	
  o 29

  	
   

  	
  o30

  



 


(Note:  Only elect a term of one year if Section 1.07(d)(1)(A) and/or
Section 1.07(d)(1)(B) is elected above.)


 


(e)           Conversion to Lump Sum


 


o  Notwithstanding anything herein to the
contrary , if the Participant’s vested Account at the time such Account becomes payable to him hereunder does
not exceed $           distribution
of the Participant’s vested Account shall automatically be made in the form of
a single lump sum at the time prescribed in Section 1.07 (c)(1).


 


(f)            Distribution Rules Applicable to Pre-effective Date
Accruals


 


o  Benefits accrued under the Plan
(subject to Code section 409A) prior to the date     in Section 1.01(b)(1) above are subject to distribution rules not
described in Section 1.07(a) through (e), and such rules are
described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.


 


9

















 


1.08  VESTING SCHEDULE


 


(a)           (1)           The Participant’s vested percentage in Matching Contributions elected
in Section 1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2) is
checked below will be based on the elapsed time method as described in Section 7.03(b).


 


	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
  0

  	
   

  	
  0

  	
   

  
	
  1

  	
   

  	
  20

  	
   

  
	
  2

  	
   

  	
  40

  	
   

  
	
  3

  	
   

  	
  60

  	
   

  
	
  4

  	
   

  	
  80

  	
   

  
	
  5

  	
   

  	
  100

  	
   

  



 


(2)           o  Vesting shall be based on the class year
method as described in Section 7.03(c).


 


(b)           (1)           The Participant’s vested percentage in Employer Contributions elected
in Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is
checked below will be based on the elapsed time 
method as described in Section 7.03(b).


 


	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
  0

  	
   

  	
  0

  	
   

  
	
  1

  	
   

  	
  20

  	
   

  
	
  2

  	
   

  	
  40

  	
   

  
	
  3

  	
   

  	
  60

  	
   

  
	
  4

  	
   

  	
  80

  	
   

  
	
  5

  	
   

  	
  100

  	
   

  



 


(2)           o  Vesting shall be based on the class year method
as described in Section 7.03(c).


 


(c)           o  Years
of Service shall exclude (Check one.):


 


(1) o for new plans, service prior to the
Effective Date as defined in Section 1.01(b)(2)(A).


 


(2) o  for
existing plans converting from another plan document, service prior to
theoriginal Effective Date as defined in Section 1.01(b)(2)(B).


 


(Note:  Do not elect to apply this Section 1.08(c) if
vesting is based only on the class year  method.)


 


(d)           o Notwithstanding anything to the contrary
herein, a Participant will forfeit his Matching Contributions and Employer
Contributions (regardless of whether vested) upon the occurrence of the
following event(s):


 


10

















 


(Note:
Contributions with respect to Directors, which are 100% vested at all times,
are subject to the rule in this subsection (d).)


 


(e)           A Participant will be 100% vested in his
Matching Contributions and Employer Contributions upon (Check the
appropriate box(es)):


 


(1) o    Retirement
eligibility is the date the Participant attains age 0 and completes 0 Years of
Service, as defined in Section 7.03(b).


 


(2) x  Death.


 


(3) x  The
date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).


 


(Note:  Participants will automatically vest upon Change
in Control if Section 1.07(a)(1)(G) is elected.)


 


(f)            o Years
of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall
include service with the following employers:


 


1.09  INVESTMENT DECISIONS


 


A
Participant’s Account shall be treated as invested in the Permissible
Investments as directed by the Participant unless otherwise provided below:


 


1.10  ADDITIONAL PROVISIONS


 


The Employer may elect Option below and complete the
Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this
Adoption Agreement.


 


x  The Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions of this
Adoption Agreement and/or the Basic Plan Document.


 


11

















 


   EXECUTION PAGE


(Fidelity’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 29th day of
October, 2008.


 


 


	
   

  	
  Employer

  	
  Safety Insurance Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William J.
  Begley, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  VP, Treasurer, CFO

  



 


12

















 


   EXECUTION PAGE


(Fidelity’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 29th day of
October, 2008.


 


 


	
   

  	
  Employer

  	
  Safety Insurance Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William J.
  Begley, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  VP, Treasurer, CFO

  



 


13

















 


AMENDMENT EXECUTION PAGE 

(Fidelity’s Copy)


 


	
  Plan Name:

  	
   

  	
  Safety Insurance Company
  Executive Incentive Compensation Plan (the “Plan”)

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
  Safety Insurance Company

  



 


(Note:
These execution pages are to be completed in the event the Employer
modifies any prior election(s) or makes a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the
Adoption Agreement to these execution pages.)


 


The following section(s) of the Plan are hereby amended effective
as of the date(s) set forth below:


 


	
  Section Amended

  	
   

  	
  Effective Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the Employer has caused this
Amendment to be executed on the date below. 


 


	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


14

















 


AMENDMENT EXECUTION PAGE 

(Fidelity’s Copy)


 


	
  Plan Name:

  	
   

  	
    Safety
  Insurance Company Executive Incentive Compensation Plan (the “Plan”)

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
    Safety
  Insurance Company

  



 


(Note:
These execution pages are to be completed in the event the Employer
modifies any prior election(s) or makes a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the
Adoption Agreement to these execution pages.)


 


	
  Section Amended

  	
   

  	
  Effective Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the Employer has caused this
Amendment to be executed on the date below. 


 


	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


15

















 


ATTACHMENT A


 


Re:    PRE EFFECTIVE DATE ACCRUAL
DISTRIBUTION RULES


 


	
  Plan Name:

  	
    Safety
  Insurance Company Executive Incentive Compensation Plan (the “Plan”)

  



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


16

















 


ATTACHMENT B


 


Re: 
SUPERSEDING PROVISIONS 

for


 


	
  Plan Name:

  	
  Safety Insurance Company
  Executive Incentive Compensation Plan (the “Plan”)

  



 


(a)  Superseding  Provision(s) - The following provisions  supersede 
other  provisions  of 
this  Adoption  Agreement and/or the Basic Plan
Document as described below:


 


Notwithstanding anything the contrary in
section 1.07(a)(3)(D), all Participants shall have a nonforfeitable
right to receive the entire amount of their account balances under the Plan and
all  such amounts shall be paid out to
Participants commencing pursuant
to Section 1.07(c)(1) in a lump  sum.


 


17