exv10w199






Exhibit 10.199




LIBERTY MUTUAL AGENCY CORPORATION




SUPPLEMENTAL INCOME AT




RETIREMENT PLAN




(Effective January 1, 2011)







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I —  BACKGROUND
	 	 	1	 
	1.1 Establishment
	 	 	1	 
	1.2 Applicability
	 	 	1	 
	1.3 Purpose
	 	 	1	 
	1.4 Section 409A
	 	 	2	 
	ARTICLE II —  DEFINITIONS
	 	 	2	 
	2.1 Account
	 	 	2	 
	2.2 Administrator
	 	 	2	 
	2.3 Affiliated Employer
	 	 	2	 
	2.4 Beneficiary
	 	 	3	 
	2.5 Board
	 	 	3	 
	2.6 Bonus
	 	 	3	 
	2.7 Code
	 	 	3	 
	2.8 Committee
	 	 	3	 
	2.9 Company
	 	 	3	 
	2.10 Compensation
	 	 	3	 
	2.11 Disability or Disabled
	 	 	4	 
	2.12 Effective Date
	 	 	4	 
	2.13 ERISA
	 	 	4	 
	2.14 LMAC Qualified Executive
	 	 	4	 
	2.15 LMAC Retirement Benefit
	 	 	5	 
	2.16 LMAC Retirement Plan
	 	 	5	 
	2.17 Participant
	 	 	5	 
	2.18 Participating Employer
	 	 	5	 
	2.19 Plan Year
	 	 	5	 
	2.20 Retirement or Retire
	 	 	5	 
	2.21 Section 409A
	 	 	5	 
	2.22 Separation from Service or Separates from Service or Separated from
Service
	 	 	5	 
	2.23 Spouse
	 	 	5	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	2.24 SIRP or this Plan
	 	 	6	 
	2.25 TIP
	 	 	6	 
	ARTICLE III —  ELIGIBILITY
	 	 	6	 
	3.1 Participation for LMAC Qualified Executives Previously
Covered under
Liberty Mutual Supplemental Income at Retirement Plan #2
	 	 	6	 
	3.2 Participation After the Effective Date
	 	 	6	 
	3.3 Change in Status
	 	 	7	 
	3.4 No Guarantee of Eligibility
	 	 	7	 
	ARTICLE IV —  FINANCING
	 	 	8	 
	4.1 Financing
	 	 	8	 
	4.2 Participant Rights
	 	 	8	 
	4.3 Application of ERISA
	 	 	8	 
	ARTICLE V —  CLAIMS PROCEDURE
	 	 	9	 
	5.1 Application for Benefits
	 	 	9	 
	5.2 Review of Application for Benefits
	 	 	9	 
	5.3 Review of Denied Claim
	 	 	9	 
	5.4 Exhaustion/Limitation of Actions
	 	 	10	 
	ARTICLE VI —  AMENDMENTS AND TERMINATION
	 	 	11	 
	6.1 Amendment Termination
	 	 	11	 
	6.2 Participating Employers
	 	 	11	 
	6.3 Effect of Amendment
	 	 	12	 
	6.4 Effect of Termination
	 	 	12	 
	6.5 Payment of Benefits
	 	 	12	 
	ARTICLE VII — MISCELLANEOUS
	 	 	13	 
	7.1 No Guarantee of Employment
	 	 	13	 
	7.2 Non alienation
	 	 	13	 
	7.3 Tax Withholding
	 	 	13	 
	7.4 Distribution of Taxable Amounts
	 	 	13	 
	7.5 No Guarantee of Benefits
	 	 	14	 
	7.6 Incapacity of Recipient
	 	 	14	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	7.7 Limitations on Liability
	 	 	14	 
	7.8 Liability for Payment
	 	 	15	 
	7.9 Plan Expenses
	 	 	15	 
	7.10 Regarding Certain Legal Expenses
	 	 	15	 
	7.11 Provisions to Facilitate Plan Operations
	 	 	16	 
	7.12 Correction of Payment Mistakes
	 	 	16	 
	7.13 Number
	 	 	16	 
	7.14 Governing Law
	 	 	16	 
	ARTICLE VIII — ADMINISTRATION OF THE PLAN
	 	 	16	 
	8.1 Plan Administration
	 	 	16	 
	8.2 General Powers of Administration
	 	 	17	 
	8.3 Delay in Payment of Benefits
	 	 	18	 
	ARTICLE IX — RESTRICTIONS APPLICABLE TO SPECIFIED EMPLOYEES
	 	 	18	 
	9.1 Application
	 	 	18	 
	9.2 Delayed Payment to Specified Employees
	 	 	18	 
	9.3 Adjustment of Delayed Payments under Section 9.2
	 	 	18	 
	APPENDIX I TIP-RELATED PROVISIONS
	 	 	20	 
	ARTICLE 1 — CONTRIBUTIONS
	 	 	20	 
	1.1 Contributions
	 	 	20	 
	1.2 Requirements Applicable to Compensation and Bonus Deferrals
	 	 	24	 
	1.3 Company Matching Contributions
	 	 	24	 
	ARTICLE 2 — PARTICIPANT ACCOUNTS AND EARNINGS; STATEMENTS
	 	 	25	 
	2.1 Accounts
	 	 	25	 
	2.2 Earnings
	 	 	25	 
	2.3 Statements
	 	 	27	 
	ARTICLE 3 — BENEFITS
	 	 	27	 
	3.1 Deferral Period
	 	 	27	 
	3.2 Form of Distribution
	 	 	29	 
	3.3 Separation from Service Prior to Retirement, Disability, or Death
	 	 	30	 
	3.4 Hardship Distributions
	 	 	30	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	3.5 Predetermined Cashout
	 	 	31	 
	ARTICLE 4 — SURVIVORSHIP BENEFITS
	 	 	31	 
	4.1 Recipient
	 	 	31	 
	4.2 Form and Timing of Payment
	 	 	31	 
	APPENDIX II LMAC RETIREMENT PLAN RELATED PROVISIONS
	 	 	32	 
	ARTICLE 1 — BENEFITS
	 	 	32	 
	1.1 Amount of Benefit
	 	 	32	 
	1.2 Form and Timing of Distribution
	 	 	32	 
	1.3 Surviving Annuitant
	 	 	35	 
	1.4 Payment of Lump Sum or Annuity in
Full Satisfaction of Benefit
Obligation
	 	 	35	 
	1.5 Effect of Reemployment
	 	 	37	 
	1.6 Nonduplication of Benefits
	 	 	37	 
	1.7 Effect of Change in Control
	 	 	38	 
	EXHIBIT A
	 	 	42	 






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ARTICLE I — BACKGROUND



1.1 Establishment. Liberty Mutual Agency Corporation (the “Company”) has established this
Liberty Mutual Agency Corporation Supplemental Income at Retirement Plan (“SIRP” or this “Plan”)
effective January 1, 2011.



1.2 Applicability. This Plan applies only to LMAC Qualified Executives who are actively
employed by a Participating Employer on or after January 1, 2011 (the “Effective Date”).



1.3 Purpose. The purpose of this Plan is to:





	 	(a)	 	Provide certain employees with an opportunity to defer more of their Compensation and
Bonus on a tax-favored basis than can be deferred under TIP because of the limitations
under Sections 401(a)(17), 402(g), and 415 of the Code;
	 
	 	(b)	 	Provide certain employees with the benefits to which they would be eligible under the
LMAC Retirement Plan but for the limitations under Sections 401(a)(17) and 415 of the Code;
and
	 
	 	(c)	 	Recognize any deferrals made under Section 1.3(a) above that cannot be recognized under
the LMAC Retirement Plan when calculating pension benefits or under TIP when calculating
company matching contributions.




Appendix I describes TIP-related benefits of this Plan. Appendix II describes the LMAC Retirement
Plan related benefits of this Plan.







 









 







1.4 Section 409A. This Plan is intended to comply and shall be interpreted and construed in
a manner consistent with the provisions of Section 409A. Any Plan provision that would cause any
benefit hereunder to be subject to Federal income tax prior to payment shall be void as of the
Effective Date without the necessity of further action by the Board or the Committee. There shall
be no acceleration or subsequent deferral of the time or schedule of any payment hereunder except
as permitted under Section 409A and the terms of this Plan.



ARTICLE II — DEFINITIONS



Whenever capitalized in this document, the following terms shall have the respective meanings set
forth below.



2.1 Account means a bookkeeping account maintained by the Administrator as described in
Article 2 of Appendix I.



2.2 Administrator means, with respect to TIP-related benefits of this Plan, the “TIP Administrative
Committee” (as that term is defined under TIP) and, with respect to the LMAC Retirement Plan
related benefits under SIRP #2, the “Retirement Board” (as that term is defined in the LMAC
Retirement Plan).



2.3 Affiliated Employer means any corporation, partnership, limited liability company or
other entity that is required to be considered, together with the Company, as a single employer
under Section 414(b) of the Code (employees of controlled group of corporations) or Section 414(c)
of the Code (employees of partnerships or limited liability companies under common control). For
purposes of determining a controlled group of corporations under Section 414(b), the language “at
least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section
1563(a)(1), (2), and (3) of the Code. For purposes of determining trades or businesses that are
under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be
used instead of “at least 80 percent” each place it appears in Treas. Reg. Sect. 1.414(c)-2. An
entity shall not be considered an “Affiliated Employer” for any period of time prior to satisfying
the controlled group or common control tests described above.







2









 







2.4 Beneficiary means, for purposes of Appendix I, the surviving Spouse of a Participant
unless the Participant has elected, on a form provided by the Administrator, another person as his
or her Beneficiary. In the event an unmarried Participant dies without designating a Beneficiary,
or in the event no designated Beneficiary survives the Participant, the benefits payable under
Appendix I shall be paid to the Participant’s estate. Beneficiary does not include an alternate
payee under a domestic relations order, including a qualified domestic relations order (QDRO),
except as otherwise required by applicable law. Payments made on account of a Participant’s death
shall be paid at the same time and in the same form regardless of the identity of the Beneficiary.



2.5 Board means the Board of Directors of Liberty Mutual Agency Corporation.



2.6 Bonus means a Short Term Bonus or a Long Term Bonus. “Short Term Bonus” means cash
based “performance-based compensation” (as defined under Treas. Reg. §1.409A-1(e)) designated by
the Committee that directly relates to services performed by a Participant for a Participating
Employer during a performance period of 12 months. “Long Term Bonus” means cash based
“performance-based compensation” (as defined under Treas. Reg. §1.409A-1(e)) designated by the
Committee that relates to services performed by a Participant for a Participating Employer during a
performance period of more than twelve months.



2.7 Code means the Internal Revenue Code of 1986, as amended from time to time.



2.8 Committee means the compensation committee of the Company’s Board.



2.9 Company means Liberty Mutual Agency Corporation, a Delaware corporation.



2.10 Compensation means, for purposes of Appendix I, the base salary earned by the
Participant in a Plan Year on or after the Effective Date except that Compensation shall not
include any amount earned prior to the effective date of the Participant’s deferral election under
this Plan. Base salary includes any salary deferral contributions made on a Participant’s behalf
under a cash or deferred arrangement pursuant to Section 401(k) or Section 125 or Section 132 of
the Code or pursuant to any other plan of deferred compensation sponsored by a Participating







3









 








Employer. In no event shall Compensation include Bonus, expense reimbursements or cash-out
payments of accrued vacation pay.



2.11 Disability or Disabled means an inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or the receipt of income replacement benefits for a period of not less than 3 months under
an accident and health plan covering employees of the Participant’s employer by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, all as determined by
the Administrator in accordance with Section 409A, or a determination by the Social Security
Administration that the applicable Participant has become totally disabled. A Participant shall
also be deemed Disabled if determined to be disabled in accordance with the applicable disability
insurance program of such Participant’s employer, provided that the definition of “disability”
applied under such disability insurance program complies with the requirements of this Section.



2.12 Effective Date means January 1, 2011.



2.13 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.



2.14 LMAC Qualified Executive means an employee of a Participating Employer who (a) is a
U.S. citizen or “resident alien” (as defined under Section 7701(b)(1)(A) of the Code), (b) is at or
above the level of Management A, as determined by Liberty Mutual Group Inc., and (c) for purposes
of Appendix I, is eligible to participate in TIP and for purposes of Appendix II, is eligible to
participate in the LMAC Retirement Plan. An individual shall cease to be an LMAC Qualified
Executive on the earliest of the date such individual is no longer included in Management A or
above or the date the individual becomes a participant in another plan sponsored by an Affiliated
Employer that provides for the deferral of compensation to achieve one or more of the purposes
specified in Section 1.3, including but not limited to the Liberty Mutual Supplemental Income at
Retirement Plan #2.







4









 







2.15 LMAC Retirement Benefit means “retirement benefit” as defined under the LMAC
Retirement Plan.



2.16 LMAC Retirement Plan means the Liberty Mutual Agency Corporation Retirement Benefit
Plan as it may be amended from time to time, except as specifically noted to the contrary herein.



2.17 Participant means an individual who has satisfied the requirements of Article III of
this Plan and who either has an account balance under Appendix I, an accrued benefit under Appendix
II or both.



2.18 Participating Employer means the Company and any Affiliated Employer that adopts the
Plan with the permission of the Company. A list of the Participating Employers as of the Effective
Date is set forth in Exhibit A to this Plan.



2.19 Plan Year means the calendar year.



2.20 Retirement or Retire means a Participant’s Separation from Service after both
completing at least five years of service with the Company and its Affiliated Employers (as
determined under Article 4 of the LMAC Retirement Plan as of the date hereof) and attaining age
fifty-five.



2.21 Section 409A means Section 409A of the Code as interpreted under IRS final regulations
and guidance.



2.22 Separation from Service or Separates from Service or Separated from Service means a
Participant’s cessation of service with the Company and its Affiliated Employers within the meaning
of Section 409A. The presumptions set forth in Treas. Reg. §1.409A-1(h)(1)(ii) shall be applied in
determining whether there has been a Separation from Service.




2.23 Spouse means a person who meets the definition of “Spouse” under the LMAC
Retirement Plan.




5









 




2.24 SIRP or this Plan means the Liberty Mutual Agency Corporation Supplemental Income at
Retirement Plan effective as of January 1, 2011, and as amended from time to time.



2.25 TIP means the Liberty Mutual Employees’ Thrift-Incentive Plan as it is amended from time to
time, or any successor thereto with respect to a Participating Employer, except as specifically
noted to the contrary herein.



ARTICLE III — ELIGIBILITY



3.1 Participation for LMAC Qualified Executives Previously Covered under Liberty Mutual
Supplemental Income at Retirement Plan #2. An individual who participated in the Liberty
Mutual Supplemental Income at Retirement Plan #2 on December 31, 2010, and who is actively employed
by a Participating Employer as an LMAC Qualified Executive on January 1, 2011, shall be a
Participant in this Plan on the Effective Date.



3.2 Participation After the Effective Date. Each individual who becomes an LMAC Qualified
Executive after the Effective Date but did not participate in the Liberty Mutual Supplemental
Income at Retirement Plan #2 shall be eligible to commence participation in this Plan: (a) as soon
as administratively practicable after becoming an LMAC Qualified Executive for purposes of Appendix
I; and (b) on the date after becoming an LMAC Qualified Executive for purposes of Appendix II.
Notwithstanding the foregoing, in no event shall an individual who participated in a nonqualified
deferred compensation plan sponsored by an Affiliated Employer commence participation in this Plan
until the first Plan Year immediately after ceasing to actively participate in such nonqualified
deferred compensation plan. For avoidance of doubt, “ceasing to actively participate” means, (a) in
the case of amounts expressed as a defined benefit, no longer accruing years of credited service
for benefit accrual purposes irrespective of whether subsequent compensation or employment service
results in changes to the amounts payable under such nonqualified deferred compensation plan with
respect to prior years of credited service and (b) in the case of amounts expressed as a defined
contribution account, no longer being able to defer any form of compensation under any such
nonqualified deferred compensation plan of an







6









 








Affiliated Employer irrespective of whether any such amount is adjusted due to investment
experience.



3.3 Change in Status. A Participant who ceases to be an LMAC Qualified Executive in a Plan
Year but remains employed by an Affiliated Employer:





	 	(a)	 	May not make an election to defer Compensation or Bonus under Appendix I of
this Plan in a subsequent Plan Year, unless the Participant again becomes an LMAC
Qualified Executive, and then only as permitted under Section 3.2 above, and
	 
	 	(b)	 	Shall not receive benefits under Appendix II of this Plan that exceed the
lesser of (i) and (ii) where:






	 	(i)	 	Is the benefit that would have been payable to the
Participant (or Surviving Annuitant) under Appendix II determined based on the
Participant’s years of credited service for benefit accrual purposes under the
LMAC Retirement Plan until ceasing to be an LMAC Qualifying Executive, and
	 
	 	(ii)	 	Is the benefit that would have been payable to the
Participant (or Surviving Annuitant) under Appendix II if the Participant had
continued to be an LMAC Qualified Executive until the date the Participant
Separated from Service from the Participating Employer unless as otherwise
determined by the Administrator in its sole discretion.




A change in status shall not in any manner affect elections to defer Compensation or Bonus under
Appendix I in effect for the then current Plan Year.



3.4 No Guarantee of Eligibility. An LMAC Qualified Executive’s eligibility to defer
Compensation or Bonus under Appendix I, or to accrue benefits under Appendix II, with respect to
any particular Plan Year does not guarantee continued eligibility to defer Compensation or Bonus or
to accrue benefits in any future Plan Year.







7









 







ARTICLE IV — FINANCING



4.1 Financing. All benefits payable under this Plan to or on behalf of Participants shall
be paid from the general assets of the Company or of a Participating Employer. The Company, and
each Participating Employer, shall not be required to set aside any funds to discharge its
obligations hereunder, but may set aside such funds to informally fund all or part of its
obligations hereunder if it chooses to do so, including without limitation the contribution of
assets to a “Rabbi Trust.” To the extent funds are set aside in a Rabbi Trust for a Participant,
benefit payments due under this Plan shall be paid from the Rabbi Trust to the Participant, unless
such benefit payments are paid directly by the Participating Employer. Any setting aside of
amounts, or acquisition of any insurance policy or any other asset, by the Company (or other
Participating Employer) with which to discharge its obligations hereunder in trust or otherwise,
shall not be deemed to create any beneficial ownership interest in any Participant or Beneficiary,
and legal and equitable title to any funds so set aside shall remain in the Company (or the other
Participating Employer), and any recipient of benefits hereunder shall have no security or other
interest in such funds.



4.2 Participant Rights. The rights of the Participant and the Beneficiary under this Plan
shall be no greater than the rights of a general unsecured creditor of the Company. Any and all
funds so set aside by a Participating Employer shall remain subject to the claims of its general
creditors, present and future. Any Account established for a Participant under this Plan shall be
hypothetical in nature and shall be maintained for recordkeeping purposes only. Any reference to
“contributions to” or “payments from” Participant Accounts, or similar phrases, are for convenience
only and do not reflect any separate funding of the benefits under the Plan.



4.3 Application of ERISA. The Plan is intended to be an unfunded plan maintained primarily
to provide deferred compensation benefits to a select group of “management or highly compensated
employees” within the meaning of Sections 201, 301, and 401 of ERISA, and therefore is exempt from
the provisions of Part 2, 3 and 4 of Title 1 of ERISA. Anything in the Plan to the contrary
notwithstanding, in the event that the Department of Labor, the Internal Revenue Service, or a
court of competent jurisdiction determines that the Plan is not maintained





8











 




for a select group of management or highly compensated employees for purposes of Sections 201,
301, and 401 of ERISA, then this Plan shall be deemed to be two separate and distinct plans, one
covering the group of Participants who constitute a select group of management or highly
compensated employees, and the second covering all other Participants. The Administrator is
authorized to take any and all actions necessary to implement this Section 4.3 provided that any
such action shall comply with Section 409A.



ARTICLE V — CLAIMS PROCEDURE



5.1 Application for Benefits. The Participant (or, if applicable, the Beneficiary) shall
apply
in writing to the appropriate Administrator for benefits under Appendix I or Appendix II.



5.2 Review of Application for Benefits. The appropriate Administrator shall notify a
Participant (or, if applicable, a Beneficiary) in writing, within 90 days of the receipt of a
written application for benefits, of such Participant’s or Beneficiary’s eligibility or
ineligibility for benefits under this Plan.



5.3 Review of Denied Claim. If the appropriate Administrator determines that a Participant
or Beneficiary is not eligible for any benefits or for full benefits, the notice described in
Section 5.2 shall set forth the following:





	 	(a)	 	The specific reasons for such denial;
	 
	 	(b)	 	A specific reference to the Plan provisions on which the denial is based;
	 
	 	(c)	 	A description of any additional information or material necessary for the
claimant to perfect a claim and a description of why it is needed; and
	 
	 	(d)	 	An explanation of the Plan’s claim review procedure and other appropriate
information as to the steps to be taken if the Participant or Beneficiary wishes to
have the claim reviewed.




The Participant or Beneficiary shall have the right to review pertinent documents.







9









 







If the appropriate Administrator determines that there are special circumstances requiring
additional time to make a decision, such Administrator shall notify the Participant or Beneficiary
of the special circumstances and the date by which a decision is expected to be made and may extend
the time for up to an additional 90 days.



If a Participant or Beneficiary is determined by the appropriate Administrator to be ineligible for
benefits, or if the Participant or Beneficiary believes that he or she is entitled to greater or
different benefits, the Participant or Beneficiary shall have the opportunity to have such claim
reviewed by the appropriate Administrator by filing a petition for review with such Administrator
within 60 days after receipt of the notice issued by such Administrator. Such petition shall state
the specific reasons the Participant or Beneficiary believes he or she is entitled to greater or
different benefits. Within 60 days after receipt by such Administrator of such petition, such
Administrator shall afford the Participant or Beneficiary an opportunity to present his or her
position to such Administrator orally or in writing. Such Administrator shall notify the
Participant or Beneficiary of its decision in writing within the 60-day period, stating
specifically the basis of its decision written in a manner calculated to be understood by the
Participant or Beneficiary and the specific Plan provisions on which the decision is based. If,
because of the need for a hearing, the 60-day period is not sufficient, such period may be extended
for up to another 60 days, but notice of this extension must be given to the Participant or
Beneficiary within the first 60-day period.



5.4 Exhaustion/Limitation of Actions. A claimant shall comply with the claims procedure
set forth in Section 5.3 prior to filing any action in federal or state court with respect to a
claim. Any provision of the Plan to the contrary notwithstanding, a claimant shall be barred from
filing any action in federal or state court with respect to a claim if such action is not filed
within one year from the date the Administrator denies, or is deemed to deny, the claim on review
in accordance with Section 5.3.







10









 







ARTICLE VI — AMENDMENTS AND TERMINATION



6.1 Amendment Termination. The Company reserves the right to amend this Plan at any time
and from time to time. The Company reserves the right to terminate this Plan, in full or in part,
at any time. However, no such amendment or termination shall affect the rights with respect to a
Participant, Surviving Annuitant, or Beneficiary then receiving benefits under the Plan or the
rights of any Participant who has Separated from Service with a Participating Employer or a
Beneficiary for whom payment of benefits has not yet commenced, to the extent that the benefits
payable have been accrued prior to the date of termination.



6.2 Participating Employers. Without affecting the continuing participation in this Plan by
the Company or by any other Participating Employer, the Company, with or without cause, reserves
the right to terminate the participation of any Participating Employer in the Plan, in whole or in
part, by written notice to the Participating Employer. Each Participating Employer, acting through
its board of directors, reserves the right to terminate the Plan, in whole or in part, to the
extent that it relates to that Participating Employer and its Employees, by written notice to the
Company.



Any Participating Employer may withdraw from the Plan, in whole or in part, at any time without
affecting the terms applicable to other Participating Employers. Such withdrawals shall be
accomplished by furnishing a written notice to the Company at least 90 days (or such shorter period
as agreed to by the Company and the Participating Employer) prior to the desired effective date of
such withdrawal. The Participating Employer shall, prior to the effective date of any withdrawal,
establish its own plan to which Plan liabilities allocable to that Participating Employer’s
employees may be transferred except as otherwise agreed by the Company and the Participating
Employer.



If an entity ceases to be a Participating Employer under the LMAC Retirement Plan, it shall be
assumed that it has withdrawn from participation in this Plan for purposes of this Section 6.2,
unless the Company agrees in writing to permit the Participating Employer to continue its
participation in this Plan.







11









 







6.3 Effect of Amendment. If this Plan is amended, such amendment shall not reduce the
Participant’s Account balance under Appendix I as of the date of the amendment. Further, a minimum
benefit shall be established under Appendix II of this Plan (subject to Section 1.6 of Appendix II)
to ensure that the Participant’s total accrued benefit under Appendix II of this Plan and the LMAC
Retirement Plan after such amendment shall not be less than the total accrued benefit under this
Plan and the LMAC Retirement Plan determined immediately prior to the amendment, except to the
extent that such reduction is due to a reduction in the Participant’s Final Average Pay under the
LMAC Retirement Plan.



6.4 Effect of Termination. No additional benefits shall accrue following termination of
this Plan. The benefit under Appendix I of this Plan shall be the Participant’s Account balance as
of the date of such termination, except that the Administrator may, in its sole discretion, permit
the continued application of Section 2.2 of Appendix I through the date the Participant’s Account
is fully distributed. Further, a minimum benefit shall be established under Appendix II of this
Plan (subject to Section 1.6 of Appendix II) to ensure that the Participant’s total accrued benefit
under Appendix II of this Plan and the LMAC Retirement Plan after such termination shall not be
less than the total accrued benefit under the LMAC Retirement Plan and this Plan determined
immediately prior to the termination, except to the extent that such reduction is due to a
reduction in the Participant’s Final Average Pay under the LMAC Retirement Plan.



6.5 Payment of Benefits. Benefits shall be paid as set forth in Appendix I and Appendix II
upon termination of this Plan; provided, however, that the Administrator may, but need not, (a)
accelerate payment solely to the extent as provided under Treas. Reg. §1.409A-3(j)(4)(ix) and (b)
apply such reasonable actuarial equivalence factors as it deems necessary or desirable in order to
implement this Section 6.5.







12









 







ARTICLE VII — MISCELLANEOUS



7.1 No Guarantee of Employment. Nothing contained herein shall give any Participant the
right to be retained in the employ of an Affiliated Employer or to interfere with the right of an
Affiliated Employer to discharge the Participant, nor shall it give an Affiliated Employer the
right to require the Participant to remain in its employ or to interfere with the Participant’s
right to terminate employment at any time.



7.2 Non alienation. No benefit payable under the Plan shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, attachment, or encumbrance of any kind except as
required by applicable law. Benefits payable under the Plan shall not be subject to domestic
relations orders, including qualified domestic relations orders (QDROs) except as required by
applicable law.



7.3 Tax Withholding. The Company (or other Participating Employer) shall have the right to
deduct any required withholding taxes from any accrued benefit under this Plan at any time;
provided, however, that any tax withholding prior to the commencement of Plan benefit payments
shall be in compliance with Treas. Reg. §1.409A-3(j)(4)(vi). Except as provided in Section 1.4(e)
of Appendix II, a Participating Employer shall not be obligated to pay, or reimburse the
Participant or Beneficiary for any income taxes or other taxes or penalties that may be assessed
against the Participant or Beneficiary by the Internal Revenue Service or any state or other taxing
authority in connection with this Plan or its administration.



7.4 Distribution of Taxable Amounts. Anything in the Plan to the contrary notwithstanding,
in the event that all or a portion of this Plan fails to meet the requirements of Section 409A and
as a result thereof any Participant or Beneficiary is determined to be subject to federal income
tax on his or her benefits hereunder prior to the time payment is otherwise due hereunder, the
amount required to be included in income as a result of such compliance failure shall be paid by
the Company (or other Participating Employer) to such Participant or Beneficiary. Any benefit shall
be considered to be subject to federal income tax upon:







13









 









	 	(a)	 	A determination by the Internal Revenue Service addressed to the Participant or
Beneficiary that is not appealed; or
	 
	 	(b)	 	A final determination by the United States Tax Court or any other Federal
Court affirming any such determination by the Internal Revenue Service that benefits
under this Plan are subject to federal income tax under Section 409A.




7.5 No Guarantee of Benefits. Nothing contained in this Plan shall constitute a guarantee
by the Company, a Participating Employer, the Administrator, or any other person or entity that the
assets of the Company or an Affiliated Employer will be sufficient to pay any benefits hereunder.
No Participant shall have any right to receive a benefit payment under this Plan except in
accordance with the terms of the Plan.



7.6 Incapacity of Recipient. If any person entitled to a benefit payment under this Plan
is deemed by the Administrator to be incapable of personally receiving and giving a valid receipt
for such payment, then, unless and until claim therefor shall have been made by a duly appointed
guardian or other legal representative of such person, the Administrator may provide for such
payment or any part thereof to be made to any other person or institution then contributing toward
or providing for the care and maintenance of such person. Any such payment shall be a payment for
the account of such person and a complete discharge of any liability of a Participating Employer
and the Plan therefor.



7.7 Limitations on Liability. Notwithstanding any of the preceding provisions of this Plan,
neither the Participating Employers, nor any individual acting as employee or agent of the
Participating Employers, nor the Administrator shall be liable to any Participant or other person
for any claim, loss, liability or expense incurred in connection with the Plan.




     The Participating Employers and the Administrator do not in any way guarantee any
Participant’s Account under Appendix I against loss or depreciation, whether caused by poor
performance of an Earnings Measure (as defined in Section 2.2(b) of Appendix I) or by any other
event or occurrence. In no event shall the employees, officers, directors, or stockholders of the



14









 




Participating Employers be liable to any individual or entity on account of any claim arising by
reason of the Plan provisions or any instrument or instruments implementing its provisions, or for
the failure of any Participant, Beneficiary or other individual or entity to be entitled to any
particular tax consequence with respect to the Plan or any credit or payment hereunder.



7.8 Liability for Payment. Each Participating Employer shall be liable for payments due
under this Plan which are based upon its employees’ participation in this Plan. In the event that a
payment due hereunder is based upon participation in this Plan during employment with two or more
Participating Employers, each such Participating Employer’s share of the liability will be based on
amounts credited and earnings accrued while the Participant was employed with each such
Participating Employer. Notwithstanding the foregoing, if a Participating Employer fails to make a
payment due to a Participant or Beneficiary or Surviving Annuitant under this Plan, and such
Participating Employer is an Affiliated Employer, then the Company shall make such benefit payment
on behalf of the Participating Employer. In the event a payment is made under this Plan by the
Company on behalf of another Participating Employer’s employee, the Company shall be entitled to
reimbursement from such Participating Employer.



7.9 Plan Expenses. The Company shall have the option to require this Plan to bear the costs
incident to its operation. If the Company requires that this Plan bear any such costs, each
Participant’s Account shall be debited its proportionate share of such costs, in accordance with
rules adopted by the Company and uniformly applied to all Participants. To the extent the Company
does not exercise the option to require this Plan to bear the costs incident to the Plan’s
operation, each Participating Employer shall pay a pro-rata portion of such costs, in the manner
prescribed by the Company.



7.10 Regarding Certain Legal Expenses. If any person shall bring a legal or equitable
action with respect to this Plan, or if an action shall be maintained against any person with
respect to this Plan, and if the results of such action shall be adverse to such person, attorneys’
fees and all other costs incurred by the Company, the Administrator, and the trustee of any trust
established in







15









 







accordance with Section 4.1 of this Plan of defending or bringing such action shall be charged
against the interest, if any, of such person under this Plan, to the extent permitted by law.



7.11 Provisions to Facilitate Plan Operations. If it is impossible or difficult to
ascertain the person to receive any benefit under the Plan, the Administrator may, in its
discretion and subject to applicable law, direct payment to the person it deems appropriate
consistent with this Plan’s purposes, or retain such amounts in this Plan for payment to a court
pending judicial determination of the rights thereto. Any payment under this Section shall be a
complete discharge of any liability for the making of such payment under the provisions of this
Plan.



7.12 Correction of Payment Mistakes. Any mistake in the payment of a Participant’s benefits
under this Plan may be corrected by the Administrator when the mistake is discovered. The mistake
may be corrected in any reasonable manner authorized by the Administrator (e.g., adjustment in the
amount of future benefit payments, repayment to the Plan of an overpayment, or catch-up payment to
a Participant for an underpayment). In appropriate circumstances (e.g., where a mistake is not
timely discovered), the Administrator may waive the making of any correction. A Participant or
Beneficiary receiving an overpayment by mistake shall repay the overpayment if requested to do so
by the Administrator.



7.13 Number. Where appropriate in context, the singular includes the plural, and the
plural includes the singular.



7.14 Governing Law. The Plan and all rights hereunder shall be governed by the laws of the
Commonwealth of Massachusetts, except to the extent that such laws are preempted by the laws of the
United States.



ARTICLE VIII — ADMINISTRATION OF THE PLAN



8.1 Plan Administration. The Plan shall be administered by the Administrator. The
Administrator shall have the right to make such rules and regulations as it deems appropriate for
the efficient administration of the Plan, to construe and interpret the Plan, to decide all
questions of eligibility, and to determine the amount and time of payment of benefits hereunder to
the fullest







16









 







extent provided by law and in its sole discretion; any interpretations or decisions so made will be
conclusive and binding on all persons having any interest in this Plan.



8.2 General Powers of Administration. The Administrator shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by the Company with
respect to this Plan. The Administrator will have full power to administer this Plan in all of its
details, subject to applicable requirements of law. For this purpose, the Administrator’s powers
will include, but will not be limited to, the following authority, in addition to all other powers
provided by this Plan:





	 	(a)	 	To make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of this Plan, including the establishment of
any claims procedures that may be required by applicable provisions of law;
	 
	 	(b)	 	To interpret this Plan, its interpretation thereof in good faith to be final and
conclusive on all persons claiming benefits under this Plan;
	 
	 	(c)	 	To decide all questions concerning this Plan and the eligibility of any
person to participate in this Plan;
	 
	 	(d)	 	To appoint such agents, counsel, accountants, consultants and other persons
as may be required to assist in administering this Plan;
	 
	 	(e)	 	To allocate and delegate its responsibilities under this Plan and to
designate other persons to carry out any of its responsibilities under this Plan, any
such allocation, delegation or designation to be in writing; and
	 
	 	(f)	 	To accept transfers of liabilities from, and to transfer liabilities
hereunder to, another nonqualified deferred compensation plan sponsored by an
Affiliated Employer, provided that any such transfer shall not change any prior
irrevocable




17









 






	 	 	 	deferral election or the time or form for payment of benefits in violation of
Section 409A.




8.3 Delay in Payment of Benefits. There shall be a delay of any payment otherwise required
under this Plan if it would (a) violate federal securities laws or other applicable law, or (b)
jeopardize the ability of the Company to continue as a going concern. The delay shall last until
the first calendar year in which the Administrator reasonably anticipates that the payment would
not violate these restrictions. The Company shall be entitled to add to the list of events that
will result in a delay of payments under this Section 8.3 to the extent allowed under guidance
issued by the Treasury or Internal Revenue Service under Section 409A.



ARTICLE IX — RESTRICTIONS APPLICABLE TO SPECIFIED EMPLOYEES



9.1 Application. The provisions of this Article IX shall only apply to Participants if the
Company becomes publicly traded on an established securities market or otherwise.



9.2 Delayed Payment to Specified Employees. If a Participant is a “specified employee” for
purposes of Section 409A, as determined under Liberty Mutual Group Inc.’s policy for determining
specified employees, on Separation from Service, each payment provided under this Plan that is to
be paid or provided as a result of a Separation from Service, and that would otherwise be paid or
provided at any time (a “Scheduled Time”) that is on or before the date (the “Six Month Date”) that
is exactly six months after Separation from Service will not be paid or provided at the Scheduled
Time but will be accumulated (as described in Section 9.3 below) through the Six Month Date and
paid or provided as soon as administratively feasible following the first business day after the
Six Month Date, except that if such Participant dies before the Six Month Date, such payments will
be accumulated only through the date of the Participant’s death and thereafter paid or provided to
the Participant’s estate as soon as reasonably practicable, but not later than sixty days after the
date of death.



9.3 Adjustment of Delayed Payments under Section 9.2. Amounts payable under Appendix I to
a specified employee that are delayed due to the restriction in Section 9.2 above shall be adjusted
for earnings under Article 2 of Appendix I until the valuation date immediately







18









 







preceding the date that such amounts are paid hereunder. Amounts payable under Appendix II to a
specified employee that are delayed due to the restriction under Section 9.2 above shall earn
interest through the Six Month Date at a rate equal to the short-term applicable federal rate under
Section 7872(f)(2)(A) of the Code in effect on January 1st of the calendar year of the
Participant’s Separation from Service.







19









 








APPENDIX I



TIP-RELATED PROVISIONS



ARTICLE 1 — CONTRIBUTIONS





	1.1	 	Contributions.






	 	(a)	 	Available Deferral Elections. Each Participant may elect to make Basic SIRP
Contributions (as described in Section 1.1(a)(1) below), Additional SIRP Contributions (as
described in Section 1.1(a)(2) below) and Incentive SIRP Contributions (as described in
Section 1.1(a)(3) below). Under no circumstances shall an election to defer any amounts
under this Appendix I be given retroactive effect.






	 	(1)	 	Basic SIRP Contributions. A Participant may defer Compensation earned
during the immediately following Plan Year by making the following elections:






	 	(A)	 	A Participant shall make a SIRP cutover
election, which defines when Compensation shall begin to be deferred
as Basic SIRP Contributions during the immediately following Plan
Year. To make a SIRP cutover election, a Participant designates a
whole number percentage from six percent (6%) to sixteen percent
(16%).This percentage is then used to determine the dollar amount
(referred to below as the SIRP cutover amount) above which
Compensation first begins to be deferred as Basic SIRP Contributions.
The SIRP cutover amount for purposes of this Section 1.1(a)(1) is
the Section 402(g) limit for the immediately following Plan Year
divided by the percentage designated by the Participant in the SIRP
cutover election. Notwithstanding the foregoing, if a Participant
elects a percentage under this Section 1.1(a)(1)(A) and the resulting
SIRP cutover amount is more than




20









 






	 	 	 	the Section 401(a)(17) limit for the year in which amounts are being
deferred under this Plan, the SIRP cutover amount shall be reduced to such
Section 401(a)(17) limit.
	 
	 	(B)	 	A Participant shall elect an amount of Basic SIRP Contributions to be
deferred under this Plan. This amount shall be determined based on the
percentage elected by the Participant with respect to Compensation that
exceeds the SIRP cutover amount (as defined in Section 1.1(a)(1)(A) above). A
Participant may elect a whole number percentage ranging from six percent (6%)
to sixteen percent (16%) for Basic SIRP Contributions. Any additional amounts
of Compensation to be deferred under the Plan must be made as Additional SIRP
Contributions under Section 1.1(a)(2) below.






	 	(2)	 	Additional SIRP Contributions. Independent of the amount of Basic SIRP
Contributions elected under Section 1.1(a)(1) above, each Participant may elect to defer
the receipt of up to an additional ten percent (10%) of Compensation that is earned in the
immediately following Plan Year, in one percent (1%) increments. Additional SIRP
Contributions shall be made with respect to all Compensation earned during the immediately
following Plan Year on a per payroll basis.
	 
	 	(3)	 	Incentive SIRP Contributions. Independent of the Participant’s Basic SIRP Contributions
and Additional SIRP Contributions, each Participant may elect to defer all or part of a Bonus for
the Plan Year, in ten percent (10%) increments or smaller increments if permitted by the
Administrator; provided, however, that if the Participant elects to defer any portion of a Bonus,
the minimum percentage that may be deferred for any Plan Year is thirty percent (30%) unless a
lesser percentage is permitted by the Administrator.




21









 






	 	 	 	Notwithstanding the foregoing, a Participant may elect to only defer the portion of a
Short Term Bonus that maximizes Company Matching Contributions (as defined in Section
1.3 below) as an Incentive SIRP Contribution.






	 	 	 	The foregoing limits on the amount of Compensation and Bonus that may be deferred under the
Plan shall apply on a per payroll basis. The Administrator may change the percentages that
may be elected by a Participant under this Section 1.1 in its sole discretion from time to
time.
	 
	 	(b)	 	Timing of Election to Defer Compensation or Bonus.






	 	(1)	 	General Rule for Deferring Compensation and Short Term Bonus. An
individual who is an LMAC Qualified Executive on January 1 of a Plan Year and who
wants to defer Compensation or Short Term Bonus (as defined in Section 2.5 of this
Plan) for that Plan Year must enter into a deferred compensation agreement on a form
provided by the Administrator. Such form shall designate the amount of Compensation
and Short Term Bonus to be deferred under this Appendix I and shall authorize such
LMAC Qualified Executive’s Compensation and Short Term Bonus to be reduced by such
amount. A Qualified Executive must enter into such deferred compensation agreement no
later than June 30th, or such other date specified by the Administrator, of the
calendar year immediately preceding the calendar year in which the Compensation is to
be earned, and no later than June 30th, or such other earlier date specified by the
Administrator, of the performance period applicable to the Short Term Bonus.
	 
	 	(2)	 	Special Election Rule for Initial Year of Eligibility. An individual who
first becomes an LMAC Qualified Executive after January 1 of a Plan Year




22









 






	 	 	 	and who wants to defer Compensation or Short Term Bonus for that Plan Year must
enter into a deferred compensation agreement, on a form provided by the
Administrator, within the time frame specified by the Administrator, which time
frame shall not exceed 30 days after the date the Participant first becomes
eligible to participate in this Plan. Notwithstanding the foregoing, a Participant
who previously participated in another nonqualified deferred compensation plan
sponsored by either the Company or an Affiliated Employer that is required to be
treated as a single “plan” with this Plan under the plan aggregation rules set
forth in Treas. Reg. §1.409A-1(c)(2) (such as the Liberty Mutual Supplemental
Income at Retirement Plan #2) shall not be eligible to make an election under this
paragraph (2) for any Plan Year. A deferral election under this paragraph (2) may
only be effective with respect to Compensation and Short Term Bonus that is paid
for services to be performed after entering into such agreement, and the rules set
forth in Treas. Reg. §1.409A-2(a)(7)(i) shall be applied in making this
determination. Such form shall designate the amount of Compensation and Short Term
Bonus to be deferred under this Appendix and shall authorize the reduction of such
remuneration by such amount. An LMAC Qualified Executive who does not timely make
a deferral election under this paragraph (2) will again be eligible to defer all or
a portion of his or her Compensation or Short Term Bonus under the Plan beginning
in the next following Plan Year; provided, however, that nothing in this paragraph
(2) shall be construed to restrict an LMAC Qualified Executive from making a timely
election to defer payment of a Short Term Bonus under paragraph (1) above.
	 
	 	(3)	 	Long Term Bonus. Rules similar to those set forth in (1) and (2) above for
Short Term Bonuses shall apply to Long Term Bonuses except that the election to defer any
part of a Long Term Bonus must be made no later than the date that is six months and one
day immediately prior to the end of




23









 






	 	 	 	the performance period applicable to the Long Term Bonus or such earlier
date as may be specified by the Administrator.
	 
	 	(4)	 	Cancellation of Deferral Election. The foregoing notwithstanding, in
the event a Participant receives a distribution from TIP that qualifies as a
hardship under Treas. Reg. §1.401(k)-1(d)(3) or suffers an “unforeseeable
emergency” (as defined in Section 3.4 of this Appendix I), then such Participant’s
deferrals of Compensation and Bonus under this Plan shall be cancelled for the then
current Plan Year as permitted under Treas. Reg. §1.409A-3(j)(4)(viii).




1.2 Requirements Applicable to Compensation and Bonus Deferrals. Except as permitted under
Section 409A and allowed by the Administrator, a deferral election made under Section 1.1(b) of
this Appendix I can only be revoked by a Participant if done so before the applicable deadline for
making such election under Section 1.1(b) of this Appendix I. There shall be no automatic renewal
of deferral elections made under Section 1.1(b) of this Appendix.



1.3 Company Matching Contributions. A Participant’s Account shall be credited with
matching contributions on Basic SIRP Contributions and Incentive SIRP Contributions attributable to
Short Term Bonus for a Plan Year that are deferred during a payroll period that begins immediately
after the Section 401(a)(17) Cutover Date. For purposes of this Section 1.3, the “Section
401(a)(17) Cutover Date” is the date on which the sum of a Participant’s Salary and Bonus that is
either paid to the Participant or contributed to TIP during a Plan Year equals the then current
annual limit under Section 401(a)(17) of the Code. In addition, a Participant’s Account shall be
credited with matching contributions on Salary and Short Term Bonus deferred under Section 1.1(a)
of this Appendix I in the event that there is not a Section 401(a)(17) Cutover Date during the then
current Plan Year due solely to such deferred amounts being deferred by a Participant hereunder.
Matching contributions under this Section 1.3 are referred to herein as “Company Matching
Contributions.” The amount of Company Matching Contributions shall be calculated with respect to a
Plan Year using the same formula that is used to determine the







24









 







amount of a Participant’s matching contributions under TIP during such period. Under no
circumstances shall Company Matching Contributions be made twice with respect to the same
contribution by a Participant under Section 1.1(a) of this Appendix I. Company Matching
Contributions with respect to contributions by a Participant under Section 1.1(a) of Appendix I
during a Plan Year shall be credited not later than the last day of such Plan Year. Company
Matching Contributions (and any earnings thereon) shall be fully vested at all times.



ARTICLE 2 — PARTICIPANT ACCOUNTS AND EARNINGS; STATEMENTS



2.1 Accounts. The Administrator shall establish and maintain an Account for each
Participant. Subaccounts shall be maintained as deemed necessary by the Administrator. The
Administrator shall credit to each Participant’s Account an amount equal to the percentage of such
Participant’s Compensation and Bonus which the Participant has elected to defer on a timely-filed
deferred compensation agreement and has subsequently earned upon providing services to the Company
or its Affiliated Employers. With respect to deferrals of Bonus, such amount will be credited on
any day the Participating Employer declares a Bonus for employees of the Participating Employer
entitled to receive such Bonus. With respect to deferrals of Compensation, such amount will be
credited on the day the Participant would have received such amount if not for the Participant’s
deferral election. Any distribution with respect to a Participant’s Account shall be charged to
such Account as of the date the distribution is made by the Company (or other Participating
Employer) or the trustee of any trust established for the Plan under Section 4.1 of this Plan.



Accounts and subaccounts are maintained strictly for accounting purposes and do not represent
separate funding of the benefits under this Plan. Any reference to “contributions to” or “payments
from” Participant Accounts, or similar phrases, are for convenience only and do not reflect any
separate funding of the benefits under this Plan. Accounts shall be segregated from the other
accounts on the books and records of Participating Employers as an unfunded and unsecured liability
of the Participating Employer to the Participant.







25









 







2.2 Earnings.





	 	(a)	 	Subject to Section 2.2(b) below, the Administrator shall credit the balance
in the Participant’s Account no less frequently than the last day of each calendar
quarter with notional interest at a rate which is equal to the then current average
investment (book) yield for the property and casualty companies’ fixed-income
portfolio holdings. In determining such average yield, the tax-exempt obligations’
yields will be converted to a fully taxable equivalent basis. Notional interest shall
be credited to a Participant’s Account as long as there is a balance in such Account.
	 
	 	(b)	 	The Administrator, with the approval of the Chief Executive Officer of the
Company, at such time as the Administrator deems advisable, may make Earnings Measures
(as defined below) available to all Participants and Beneficiaries, or to certain
classes of Participants and Beneficiaries, in addition to or in lieu of the earnings
formula described in the preceding paragraph. In such event, each Participant shall
specify, in such manner as prescribed by the Administrator, the allocation of his or
her Account among the Earnings Measures available under this Plan. The Administrator
may, in its discretion, permit separate allocations with respect to current balances
and future contributions. An individual’s selection of an Earnings Measure will have
no bearing on the actual investment or segregation of Participating Employer assets,
but will be used as the basis for making adjustments to such individual’s Account at
such time or times as determined by the Administrator. A Participant can change the
allocation of his or her Account among Earnings Measures at such time, and in such
manner, as determined by the Administrator. The Administrator, with the approval of
the Chief Executive Officer of the Company, may change the Earnings Measures available
under this Plan and valuation dates at any time in its absolute discretion. The
Administrator shall from time to time establish such rules with respect to the timing
of the allocation of notional gains and losses to Participant Accounts as it deems




26









 






	 	 	 	necessary or desirable in its sole and absolute discretion. “Earnings Measure” for
this purpose means an interest rate, stock index, bond index, mutual fund, internal
rate of return, or other objective measure of investment performance specified by
the Administrator for purposes of measuring and crediting notional earnings under
this Section 2.2.




2.3 Statements. Participants will be given statements of their Accounts as soon as
administratively practicable after the end of each calendar quarter and at such other times as
deemed desirable by the Administrator.



ARTICLE 3 — BENEFITS


3.1 Deferral Period.





	 	(a)	 	In General. A Participant may elect to commence distribution of his
or her Account either:






	 	(1)	 	As soon as administratively practicable (but no later than 60
days) following the end of the Plan Year in which occurs the Participant’s
Retirement, Disability, or death, or
	 
	 	(2)	 	Beginning on a fixed future date selected by the Participant,
which shall be the last day of any calendar quarter which commences at least
five years after the date on which the election is effective.






	 	 	 	Any election under this Section 3.1(a) shall be in accordance with rules and
procedures established by the Administrator from time to time. The Participant
shall select either deferral period (1) or (2) above at the time such Participant
elects to defer Compensation, Bonus or both for a Plan Year under Section 1.1 of
this Appendix I, subject to the provisions of Section 1.2 of this Appendix I.
	 
	 	 	 	The foregoing notwithstanding, and subject to Section 3.2(c) of this Appendix I, if
a Participant Separates from Service because of Retirement, Disability, or death




27









 






	 	 	 	prior to the fixed future date elected pursuant to Section 3.1(a)(2) of this Appendix
I, payment of the portion of the Participant’s Account that has been deferred to such
fixed future date shall be made in a lump sum as soon as administratively practicable
(but not later than 60 days) after the end of the Plan Year in which occurs such
Participant’s Separation from Service.






	 	(b)	 	Restrictions.






	 	(1)	 	Same Deferral Period for All Contributions in a Plan Year. One
deferral period shall apply for all contributions made under Section 1.1 and Section
1.3 of this Appendix I for the Participant with respect to a single Plan Year.
	 
	 	(2)	 	Change in Deferral Period Elections. Once a deferral period election
is submitted to the Administrator it may not be changed for the deferrals during a
Plan Year unless done so on a form provided by the Administrator and subject to the
following:






	 	(i)	 	Any change in such election shall not take effect until
twelve (12) months after the date on which the election is received by the
Administrator;
	 
	 	(ii)	 	Except for payments made on account of the death of the
Participant or due to “unforeseeable emergency” (as defined under Section
409A), the payment with respect to which such election is made shall be
deferred for a period of not less than five (5) years from the date such
payment would otherwise have been made (or in the case of installment
payments, five (5) years from the date the first amount was scheduled to be
paid); and
	 
	 	(iii)	 	Any such election shall not be made less than twelve (12)
months before the date the payment is scheduled to be paid (or in the case






28












 






	 		 	of installment payments, twelve (12) months before the date the
first amount was scheduled to be paid).






	 	 	 	A subsequent deferral election can only be revoked by a Participant if done
so before the applicable deadline for making such election under this
Section 3.1(b)(2) of this Appendix I. Only Participants (and not
Beneficiaries) may make subsequent deferral elections under this Appendix I.
For avoidance of doubt, there is no requirement that an election made by a
Participant under this Section 3.1(b)(2) for amounts deferred (and related
earnings) with respect to a Plan Year be the same as for all other Plan
Years.




3.2 Form of Distribution. The Participant shall select a distribution form at the time
such Participant elects to defer Compensation, Bonus or both for a Plan Year.





	 	(a)	 	Deferral to Retirement, Disability, or Death Under Section 3.1(a)(1). A
Participant making an election under Section 3.1(a)(1) of this Appendix I shall elect to
have amounts deferred under Article 1 of Appendix I with respect to a Plan Year beginning on
or after January 1, 2011 distributed in either of the following forms:






	 	(1)	 	A lump sum; or
	 
	 	(2)	 	Annual installments of substantially equal amounts continuing over a period of
up to 15 years.






	 	 	 	A form of distribution election made at any time under this Section 3.2(a) shall not
in any way restrict or limit the form of distribution that may be elected by a
Participant with respect to amounts that may be initially deferred under Article 1
of Appendix I with respect to a later Plan Year.




29









 












	 	 	 	A Participant may make one election for distributions due to Retirement and
Disability and a separate election for distributions due to death. An election of
installment payments at death shall be for a term equal to the lesser of the term
selected by the Participant, up to 15 years, or the term remaining at the
Participant’s death, if the Participant was receiving installment payments
immediately prior to his or her death under Section 3.2(a)(2) of this Appendix I.
	 
	 	(b)	 	Deferral to Fixed Future Date Under Section 3.1(a)(2). A Participant who elects
to defer receipt of his or her Account until a fixed future date under Section 3.1(a)(2) of
this Appendix I shall have such Account distributed in a lump sum.
	 
	 	(c)	 	Change in Form of Distribution Elections. Once a form of distribution election
is submitted to the Administrator, it may not be changed unless done so on a form provided
by the Administrator and subject to the same conditions as apply to changes in the deferral
period specified in Section 3.1(b)(2) above.




3.3 Separation from Service Prior to Retirement, Disability, or Death. Notwithstanding any
provision of this Plan to the contrary, the Account of a Participant who Separates from Service
with a Participating Employer prior to Retirement, Disability, or death shall be made in a lump sum
as soon as administratively practicable after the end of the Plan Year in which such Participant’s
Separation from Service occurs.



3.4 Hardship Distributions. In the event a Participant or Beneficiary encounters an
“unforeseeable emergency” (as defined under Section 409A), the Committee, upon written application
of the Participant, may direct immediate payment of all or a portion of the then current value of
the Participant’s Account; provided, however, that such payment shall in no event exceed the amount
reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any
federal, state or local income taxes or penalties reasonably anticipated to result from the
distribution). “Unforeseeable emergency” for this purpose means a severe financial hardship of the
Participant resulting from the illness or accident of the Participant or Beneficiary, the
Participant’s or Beneficiary’s Spouse, or the Participant’s or Beneficiary’s








30









 







dependent (as defined in Section 152(a) of the Internal Revenue Code), loss of the Participant’s or
Beneficiary’s property due to casualty (including the need to rebuild a home following damage to
the home not otherwise covered by insurance), or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. Notwithstanding
the preceding, a distribution on account of unforeseeable emergency shall not be made to the extent
that such emergency is or may be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets to the extent that the liquidation would not
cause severe financial hardship, or by cessation of deferrals under this Plan.



3.5 Predetermined Cashout. Notwithstanding anything to the contrary in Section 3.1 or 3.2,
in the event that a benefit becomes due or payable under this Article 3 to a Participant and the
present value of the total of all benefits payable under this Article 3 and all similar
arrangements is less than the limit under Section 402(g) of the Code upon Separation from Service
or thereafter (each, a “determination date”), then a single lump sum payment shall be made to such
Participant as soon as reasonably practicable (but not later than 60 days) after the determination
date consistent with the requirements of Section 409A. For purposes of the foregoing sentence, a
“similar arrangement” means a nonqualified deferred compensation plan that is required to be
aggregated with this Article 3 under the plan aggregation rules set forth in Treas. Reg.
§1.409A-1(c)(2)(i)(A) and (B) (such as Appendix I under either the Liberty Mutual Agency
Corporation Deferred Compensation Plan, the Liberty Mutual Supplemental Income at Retirement Plan
#2 or the Liberty Mutual Deferred Compensation Plan #2).




ARTICLE 4 — SURVIVORSHIP BENEFITS



4.1 Recipient. If the Participant dies before such Participant has received payment of the
total amount in his or her Account, payment of the balance of the Account shall be made to the
Participant’s Beneficiary.



4.2 Form and Timing of Payment. Payment of the balance of the Participant’s Account to the
Participant’s Beneficiary shall be made in accordance with the deferral period(s) and distribution
forms elected by the Participant under Article 3 of this Appendix I.








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APPENDIX II




LMAC RETIREMENT PLAN RELATED PROVISIONS



ARTICLE 1 — BENEFITS



1.1 Amount of Benefit. Subject to Sections 3.3(b), 6.3, and 6.4 of this Plan and Section 1.6 of
this Appendix II, the Company shall pay to each Participant (and to such Participant’s Surviving
Annuitant as defined in Section 1.3 of this Appendix II after the Participant’s death) a benefit
equal to (a) minus (b) where:





	 	(a)	 	Is the Retirement Benefit to which the Participant or Surviving Annuitant would be
entitled under the LMAC Retirement Plan with the following adjustments:






	 	(i)	 	Determined as if the limitations in Sections 401(a)(17) and 415 of the Code did
not apply, and
	 
	 	(ii)	 	Assuming that “Final Average Pay,” as defined under the LMAC Retirement Plan,
includes amounts deferred by the Participant under Appendix I of this Plan (but only
to the extent such deferred amounts would otherwise have been included in
pensionable earnings under the LMAC Retirement Plan but for the deferral), and






	 	(b)	 	Is the LMAC Retirement Benefit actually payable under the LMAC Retirement Plan taking
into account all years of credited service under such plan on and after the Effective Date
and assuming that such benefits actually commence on the SIRP benefit commencement date.




1.2 Form and Timing of Distribution. SIRP benefits payable under this Appendix II to a
Participant or surviving Spouse shall be paid as follows:








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     Time of Payment.




	 	(a)	 	A Participant who Separates from Service for any reason (other than on account of death) on or
at any time after meeting both the age and service requirement for Retirement (set forth in the
LMAC Retirement Plan) shall begin to receive his or her SIRP benefit on the first day of the month
coincident with or next following the date on which such Separation from Service occurs.
	 
	 	(b)	 	A Participant who Separates from Service for any reason (other than on account of death) prior
to meeting both the age and service requirement for Retirement shall begin to receive his or her
SIRP benefit on the first day of the month coincident with or next following the date he has
attained age 55.
	 
	 	(c)	 	In the case of a Participant who dies before commencing SIRP benefit payments under SIRP but
with respect to whom a benefit is to be paid to such Participant’s surviving Spouse, the surviving
Spouse shall commence SIRP benefit payments as of whichever of the following dates is applicable:






	 	(i)	 	If the Participant dies on or after becoming eligible to commence receiving SIRP benefit
payments, the surviving Spouse shall begin to receive his or her SIRP benefit on the first
day of the month on or next following the Participant’s date of death.
	 
	 	(ii)	 	If the Participant does not qualify under clause (i) above, the surviving Spouse shall
receive his or her SIRP benefit on the first day of the month on or next following the first
date on which the Participant could have commenced receiving his or her SIRP benefit had
such Participant remained alive.






	 	 	Basic Form of Payment. In the absence of an election of an optional form of benefit, a
Participant shall receive his benefit in the following forms:




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	 	(a)	 	A Participant who does not have a Spouse on the date benefit payments commence shall
receive his benefit payable monthly commencing on his Annuity Starting Date (as defined
below) and ending with the payment due for the month in which his death occurs.
	 
	 	(b)	 	A Participant who has a Spouse on the date benefit payments commence shall receive his
or her benefit payable monthly commencing on his Annuity Starting Date and ending with the
payment due for the month in which his death occurs, and if the Participant shall die prior
to such Spouse, continuing to the Spouse at 50% of the amount payable to the Participant and
ending with the payment due for the month in which the death of the Spouse occurs.




For purposes of this Section 1.2, “Annuity Starting Date” means the first day of the first period
for which a benefit is payable to a Participant as an annuity under the provisions of Appendix II
of this Plan.





	 	 	Change in Form of Payment. A Participant may elect a change in the form of a payment
before the Annuity Starting Date, from one type of annuity to another type of annuity under
the LMAC Retirement Plan that is available at the same Annuity Starting Date, provided that
the annuities are actuarially equivalent. “Actuarial equivalent” for this purpose shall be
determined using 6% interest and the Revenue Ruling 2001-62 mortality table. Notwithstanding
the foregoing, the single life annuity form of benefit shall not be available to a
Participant having a Spouse on his or her Annuity Starting Date, and any election by a
married Participant to receive his or her benefits in a form other than a joint and survivor
annuity with at least a 50% survivor benefit for the Spouse as the Surviving Annuitant will
not take effect unless the Participant has first obtained his Spouse’s written consent in a
manner that is substantially similar to the requirements imposed under the LMAC Retirement
Plan in similar circumstances, as reasonably determined by the Administrator. Any change in
the form of elected annuity shall be made at such time and in such manner as required by the
Administrator.




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	 	 	Predetermined Cashout. Notwithstanding the foregoing, in the event that a benefit
becomes due or payable under this Section 1.2 to a Participant and the actuarial equivalent
present value of the total of all benefits payable under this Section 1.2 and all similar
arrangements is less than the limit under Section 402(g) of the Code upon Separation from
Service or thereafter (each, a “determination date”), then a single lump sum payment shall
be made to such Participant as soon as reasonably practicable (but not later than 60 days)
after the determination date consistent with the requirements of Section 409A. For purposes
of the foregoing sentence, a “similar arrangement” means a nonqualified deferred
compensation plan that is required to be aggregated with this Appendix II under the plan
aggregation rules set forth in Treas. Reg. §1.409A-1(c)(2)(i)(C) (such as Appendix II under
either the Liberty Mutual Agency Corporation Deferred Compensation Plan, the Liberty Mutual
Supplemental Income at Retirement Plan #2 or the Liberty Mutual Deferred Compensation Plan
#2).




1.3 Surviving Annuitant means the individual, if any, designated by the Participant, or by
the terms of the LMAC Retirement Plan, to receive payments under the LMAC Retirement Plan upon the
Participant’s death.



1.4 Payment of Lump Sum or Annuity in Full Satisfaction of Benefit Obligation. If a
Participant Retires or dies while employed by the Company or an Affiliated Employer, then
notwithstanding Section 1.2 above, benefits payable under this Appendix II shall be paid solely in
the following manner:





	 	(a)	 	With respect to such Participants who Retire, benefits payable under this Appendix II
shall be paid for the first 24 months in the same form and at the same time in which the
Retirement Benefit is actually paid in accordance with Section 1.2 of this Appendix II. The
Participating Employer’s obligation with respect to the balance of the Participant’s benefit
under this Appendix II shall be fully satisfied by the purchase and distribution of an
immediate annuity contract (or a certificate under a group annuity contract) to the
Participant (or to the Participant’s Surviving




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	 	 	 	Annuitant if the Participant dies within 24 months of Retirement). Such annuity shall
provide a benefit that approximates the net after-tax benefit the Participant or Surviving
Annuitant would have received under Section 1.1 of this Appendix II had the benefit been
paid from the Company’s general assets rather than through an annuity contract, using
reasonable and consistent tax rate assumptions established by the Administrator. The
preceding sentence notwithstanding, the Participant (or Surviving Annuitant if the
Participant dies within 24 months after Retirement) may elect, at such time as required by
the Administrator, to receive the balance of the Participant’s benefit under this Appendix
II in the form of an actuarially equivalent lump sum cash payment instead of an annuity
contract.
	 
	 	(b)	 	With respect to such Participants who die while employed, the Participating Employer’s
obligation with respect to the benefit payable under this Appendix II to the Participant’s
Surviving Annuitant shall be fully satisfied by the purchase and distribution of an annuity
contract (or a certificate under a group annuity contract) to the Surviving Annuitant, at such time
as determined by the Administrator. Such annuity shall provide a benefit that approximates the net
after-tax benefit the Surviving Annuitant would have received under Section 1.1 of this Appendix II
had the benefit been paid from the Company’s general assets rather than through an annuity
contract, using tax rate assumptions established by the Administrator.
    The preceding sentence notwithstanding, the Surviving Annuitant may elect, at such time as
required by the Administrator, to receive his or her benefit under this Appendix II in the
form of an actuarially equivalent lump sum cash payment instead of an annuity contract.
	 
	 	(c)	 	Actuarial equivalence for purposes of paragraphs (a) and (b) above shall have the
same meaning as in Section 1.2(a)(1) of the LMAC Retirement Plan.
	 
	 	(d)	 	Paragraphs (a) and (b) notwithstanding, in the event annuity contracts are not, in
the opinion of the Administrator, readily available with respect to any Participant




36









 












	 		 	or Surviving Annuitant in proper form or for a reasonable cost, then payment shall
instead be provided in a single lump sum payment as described above.
	 
	 	(e)	 	Section 7.3 of this Plan notwithstanding, in the event annuity contracts are distributed
in accordance with paragraphs (a) and (b) above, and the distribution of such contracts
results in immediate taxation to the Participant or Surviving Annuitant, the Participating
Employer shall make an additional lump sum cash payment to the Participant or Surviving
Annuitant in order to ensure that the individual’s net after-tax benefit approximates the
net after-tax benefit the Participant or Surviving Annuitant would have received under
Section 1.1 of this Appendix II had the benefit been paid from the Company’s general assets
rather than through an annuity contract. Such payment shall be based on tax rate
assumptions established by the Administrator.




1.5 Effect of Reemployment. In the event benefit payments commence to a Participant due to
Separation from Service in accordance with Appendix II, and such individual is subsequently rehired
by a Participating Employer, then such individual shall not accrue additional benefits under this
Appendix II unless specifically permitted by the Chief Executive Officer of the Company, and there
shall be no suspension of annuity payments that previously commenced under this Plan due to such
Separation from Service



1.6 Nonduplication of Benefits. It is intended that multiple supplemental retirement
benefits shall not be paid (under this Plan, the Liberty Mutual Agency Corporation Deferred
Compensation Plan or any similar plan maintained by an Affiliated Employer) with respect to the
same period of service being taken into account in determining a Participant’s benefit under this
Appendix II. For avoidance of doubt, no amount shall be paid under this Plan to a Participant with
respect to his or her years of credited service under the LMAC Retirement Plan while accruing
benefits under Appendix II of the Liberty Mutual Agency Corporation Deferred Compensation Plan.
This Plan shall be interpreted wherever necessary to avoid such duplication of benefit, consistent
with applicable law.








37









 







1.7 Effect of Change in Control.





	 	(a)	 	Amount of Benefit. The foregoing provisions of this Article 1 notwithstanding,
if, within 6 months prior to, or one year following, a Change in Control:






	 	(i)	 	A Participant’s employment with the Company or an Affiliated Employer is
involuntarily terminated other than for Cause, thereby resulting in a Separation
from Service, or
	 
	 	(ii)	 	A Participant Separates from Service for Good Reason, and such individual is
not immediately re-employed by the Company or an Affiliated Employer,






	 	 	 	then the provisions of this Article 1 of Appendix II shall apply to such Participant
as if the Participant had Retired on the date of Separation from Service, and the
amount under Section 1.1(a) of Appendix II shall be calculated as if such
Participant had attained age 55 under the LMAC Retirement Plan (if the Participant
had not attained age 55 as of the termination date) or age 62 (if the Participant
had attained age 55, but not age 62, as of the termination date). Such adjustment in
age shall be made solely for purposes of applying the early retirement reduction
factors set forth in the LMAC Retirement Plan, and shall not result in the
allocation of additional years of credited service to a Participant under the LMAC
Retirement Plan. Employment termination covered under this Section 1.7 shall not
result in a change to the time or form of payment of benefits under this Appendix
II.






	 	(b)	 	Definitions. For purposes of this Section 1.7, capitalized terms shall have the
following meaning:
	 
	 	 	 	“Actuarial Equivalence” shall be determined using the actuarial factors set forth in
Section 1.2(a)(1) of the LMAC Retirement Plan.
	 
	 	 	 	“Cause” and “Good Reason” shall have the same meaning as set forth in any employment
agreement between the Participant and the Company or an Affiliated




38









 












	 	 	 	Employer. If no such employment agreement is in effect then such terms shall have the
following meanings:
	 
	 	 	 	Termination “for Cause” shall arise where termination results from (A) conviction of, or
the pleading of nolo contendere to, a felony; (B) misconduct by the Participant which is of
such a serious and substantial nature that a reasonable likelihood exists that such
misconduct will materially injure the reputation of the Company or an Affiliated Employer
if the Participant was to remain employed by the Company or Affiliated Employer; or (C)
proven gross negligence.
	 
	 	 	 	Termination for “Good Reason” shall mean (A) the termination of Participant’s employment
with the Company or an Affiliated Employer other than for Cause, or (B) the Participant’s
voluntary termination of employment with the Company or an Affiliated Employer within
ninety (90) days following any of (i) a decrease in the Participant’s base salary below its
level in effect on the date prior to such termination, (ii) a material reduction in the
Participant’s job responsibilities without Participant’s consent, (iii) a geographical
relocation of the Participant more than fifty (50) miles from the current location of the
Participant’s Employer without his consent, or (iv) a change in the Participant’s job
responsibilities that requires an increase in travel of more than 25%.
	 
	 	 	 	“Change in Control” shall mean the earliest to occur of the following events:






     (A) The purchase or other acquisition by any person, entity or group of persons,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of the
1934, as amended (the “Exchange Act”), or any comparable successor provisions (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of any portion of the Company’s then outstanding shares of common stock or other
voting securities (or securities convertible into voting securities) entitled to vote
generally in the election of the Board after which Liberty Mutual Holding Company Inc.,
(together with any employee benefit plan or arrangement (or any trust forming a part
thereof) maintained by Liberty Mutual Holding Company Inc., Liberty Mutual Group Inc.,
Liberty Mutual Insurance Company, affiliates controlled by Liberty



39









 






	 	 	 	Mutual Insurance Company, the Company or Affiliated Employers) does not, immediately
thereafter, own directly or indirectly through one or more subsidiaries at least fifty-one
percent (51%) (on a fully distributed and diluted basis) of the combined voting power of
the Company’s then outstanding securities entitled to vote (and securities convertible into
securities entitled to vote) generally in the election of the Board; or






     (B) The consummation of a merger (including, without limitation, a share exchange,
consolidation, reorganization or similar business combination under applicable law) of the
Company with any other business entity unless the Persons who were holders of the Company’s
Class B common stock immediately prior to the merger beneficially own immediately
thereafter, directly or indirectly, more than fifty percent (50%) of the combined voting
power of the issued and outstanding securities entitled to vote in the election of the
board of directors of the successor or survivor entity; or




     (C) The consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets in one or more transactions to an unrelated entity.




	 	 	 	Notwithstanding the foregoing, a Change in Control shall not be considered to have occurred
because fifty percent (50%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote (and securities convertible into securities
entitled to vote) are beneficially owned by a trustee or other fiduciary holding securities
under one or more employee benefit plans or arrangements (or any trust forming a part
thereof) maintained by Liberty Mutual Holding Company Inc., Liberty Mutual Group Inc.,
Liberty Mutual Insurance Company, affiliates controlled by Liberty Mutual Insurance
Company, the Company or the Affiliated Employers.




40









 










IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its name and behalf this ___
the day of ___2010, by its duly authorized officer, effective as of January 1, 2011.




	 	 	 	 	 
	LIBERTY MUTUAL AGENCY CORPORATION

 	 
	By:  	 	 
	Its: 	 	 
	 	 	 
	 
	Witness:

 	 
	By:  	 	 
	Its: 	 	 
	 	 	 
	 




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