exv10w207






Exhibit 10.207




LIBERTY MUTUAL DEATH BENEFIT ONLY PLAN




Effective January 1, 2004



Purpose




This Plan is established and maintained by Liberty Mutual Insurance Company
(hereinafter referred to as “Company”) to provide additional welfare benefits similar
to term life insurance, to a select group of management or highly compensated
employees of Company, and its affiliated companies, if any, that are Participating
Employer in this Plan.



ARTICLE 1 
Definitions




     For the purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:




	1.1	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 4, that are entitled to receive a benefit under this Plan
upon the death of a Participant.
	 
	1.2	 	“Beneficiary Designation Form” shall mean the form established from time to time by the
Plan Administrator, that a Participant completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries.
	 
	1.3	 	“Board” shall mean the board of directors of the Company.
	 
	1.4	 	“Claimant” shall have the meaning set forth in Section 7.1.
	 
	1.5	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time
to time.
	 
	1.6	 	“Company” shall mean Liberty Mutual Insurance Company and any successor to all or
substantially all of the Company’s assets or business.
	 
	1.7	 	“Disability” shall mean a determination that a Participant is disabled made by the carrier
of the group disability insurance policy, sponsored by the Company. Upon request by
the Employer, the Participant must submit proof of the carrier’s or Social Security
Administration’s determination.
	 
	1.8	 	“Election Form” shall mean the form established from time to time by the Plan
Administrator that a Participant completes, signs and returns to the Plan
Administrator to elect to participate in the Plan and to select the amount of death




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	 	 	benefit under the Plan, subject to Section 2.2.
	 
	1.9	 	“Employee” shall mean a person who is an employee of any Participating Employer.
	 
	1.10	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may
be amended from time to time.
	 
	1.11	 	“Non-select Participant shall mean a Participant who is not a Select Participant.
	 
	1.12	 	“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii)
who signs an Election Form and a Beneficiary Designation Form, (iii) whose signed Election
Form and Beneficiary Designation Form are accepted by the Plan Administrator, (iv) who
commences participation in the Plan, and (v) whose Election Form has not terminated. A
spouse or former spouse of a Participant shall not be treated as a Participant in the Plan
even if he or she has an interest in the Participant’s benefits under the Plan as a result
of applicable law or property settlements resulting from legal separation or divorce.
	 
	1.13	 	“Participating Employer” shall mean the Company and any other affiliated company of the
Company that adopts the Plan with the permission of the Company.
	 
	1.14	 	“Plan” shall mean the Liberty Mutual Death Benefit Only Plan, which shall be
evidenced by this instrument, as it may be amended from time to time.
	 
	1.15	 	“Plan Administrator” shall mean Liberty Mutual Insurance Company.
	 
	1.16	 	“Retirement”, “Retire(s)” or “Retired” shall mean the actual retirement of a Participant
from a Participating Employer in accordance with either the early or normal retirement
provisions of the Liberty Mutual Retirement Benefit Plan. If a Participant’s employment
terminates with all Participating Employers, and such Participant is not otherwise eligible
to Retire, the Plan Administrator may, in its sole discretion, deem such Participant to have
Retired for purposes of this Plan.
	 
	1.17	 	“Select Participant” shall mean a Participant, as determined by the Management of the
Company, who is eligible to elect a post-retirement death benefit of up to five (5) times
the Participant’s Total Annual Compensation pursuant to Section 3.2
	 
	1.15	 	“Total Annual Compensation” shall mean, prior to Retirement, the sum of the Participant’s
annual base salary as of the date of the Participant’s death plus the amount of the last
twelve (12) months of paid bonuses prior to the date of the Participant’s death. Following
Retirement, the Participant’s Total Annual Compensation shall mean the Participant’s base
salary as of the date of the Participant’s Retirement plus the last twelve (12) months of
paid bonuses prior to the date of the Participant’s Retirement. In the case of a
Participating Employer’s short term incentive plan, only the
most recent bonus is included.




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ARTICLE 2

Selection, Enrollment, Eligibility



2.1 Selection by Company. As of the effective date of this Plan, any Employee who is
classified as Management A or Executive C or above of a Participating Employer will be
eligible to participate in the Plan; provided, however, that the Company, in its sole
discretion. shall determine eligibility for participation in the Plan including but without
limitation, the right to limit or expand participation in the Plan, the right to set
classifications or categories of employee groups eligible to participate in the Plan and the
right to amend, modify or terminate the Plan. In all events, participation in the Plan shall
be limited to a select group of management and highly compensated Employees, as determined by
the Company in its sole discretion. From that group, the Company shall select, in its sole
discretion, Employees to participate in the Plan.



2.2 Enrollment Requirements. As a condition to participation, each selected Employee
shall complete, execute and return to the Plan Administrator an Election Form and a
Beneficiary Designation Form, all within the time period specified by the Plan
Administrator.



In addition, in the event the Company is purchasing or intending to purchase from a licensed
life insurer (“Insurer”) a policy of life insurance on the life of an Employee in connection
with the Employee’s benefit under this Plan, the Employee will not be required to submit
evidence of insurability to the Insurer except as follows:



(i) An Employee who does not participate in the Plan when first eligible and thereafter
applies to participate in the Plan must first submit evidence of insurability satisfactory to
the Insurer. Notwithstanding paragraph (iii) below, if the Employee fails to submit such
evidence, the Employee shall not become a Participant in the Plan.



(ii) An Employee who first applies for less than the maximum amount of coverage available to
the Employee under the Plan and thereafter applies for increased coverage must first submit
evidence of insurability satisfactory to the Insurer. Notwithstanding the following
paragraph, if the Employee fails to submit such evidence, the increased coverage shall not go
into effect. Subject to the limits in the next paragraph, an Employee shall continue to
receive increases in coverage resulting solely from increases in salary.



(iii) An amount of coverage on an Employee for whom the Insurer’s reinsurer requires evidence
of insurability satisfactory to the reinsurer, shall become effective only when the Employee
submits such evidence as to enable the Insurer to procure reinsurance from the reinsurer for
such coverage and fulfills any other requirements of the Insurer. Subject to the two
immediately preceding paragraphs, if the Employee fails to submit such evidence, the
Employee’s amount of coverage under the Plan shall not exceed the amount of coverage that is
available from the reinsurer at that time without providing evidence of insurability. In the
event the reinsurer increases its guaranteed issue limits, the coverage under the Plan of any
affected Employee shall be increased at the Employee’s written election to the higher limit,
subject to other Plan limits, as of the next January 1.



(iv) An Employee who applies for post-retirement coverage in excess of the Employee’s
coverage amount in effect immediately before retirement must submit evidence of insurability
satisfactory to the Insurer. If the Employee fails to submit such evidence, the excess
coverage shall not go into effect.








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(v) In all cases, evidence of insurability may include a physical exam.



In the event the Company does purchase such a policy of life insurance, the Company shall be the
applicant, sole owner and sole beneficiary of such policy and shall exercise all of the ownership
rights of such policy. In no event shall the Employee have any right, title or interest in any
such policy or be entitled to exercise any ownership right with respect to such policy.



2.3 Eligibility; Commencement of Participation. Provided an Employee selected to
participate in the Plan has met all enrollment requirements set forth in this Plan and required
by the Plan Administrator, including returning all required documents to the Plan
Administrator within the specified time period, that Employee shall commence participation
in the Plan on the first day of the month following the date the Plan Administrator receives
the required enrollment documents and evidence of insurability if required under Section 2.2
properly executed by the Employee or as soon thereafter as is administratively feasible. If an
Employee fails to meet all such requirements within the period required, in accordance with
Section 2.2, that Employee shall not be eligible to participate in the Plan.



2.4 Termination of Participation. If a Participant’s employment with all Participating
Employers is terminated prior to his or her Retirement for any reason other than death, (i) all
Participating Employers and the Plan Administrator shall be fully and completely discharged from
all further obligations under this Plan with respect to the Participant (or his or her
Beneficiary), and (ii) the Participant’s Election Form shall terminate.



2.5 Participant Contributions. As a condition of participation in the Plan prior to
Retirement, a Participant shall remit to the Company a contribution at such times and in such
amounts as determined by the Company. Following Retirement, the Participant shall not be required
to make a contribution for the Participating Employer provided post-retirement benefit.




ARTICLE 3

Benefits



3.1 Pre-Retirement Death Benefit. If a Participant dies while employed by
a Participating Employer and coverage under the Plan has not terminated, the Participant’s
Beneficiary shall be entitled to receive a death benefit calculated as follows:



One (1), two (2), three (3), four (4) or five (5) times the Participant’s Total Annual
Compensation, as elected by the Participant on an Election Form filed with the Company and
accepted by the Insurer.



The Company will pay the Participant’s Beneficiary an additional amount equal to the Beneficiary’s
approximate federal and state income tax liability, as determined by the Company in its sole
discretion, in respect to the death benefit payable under the Plan and this additional payment.



In determining a Participant’s coverage, a highest ever rule shall apply such that the
Participant’s coverage shall never be reduced below the highest level attained at any time








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during the Participant’s employment with a Participating Employer while a Participant in the
Plan as long as the Participant’s coverage election does not change. In the event of a change in
election, the highest ever rule begins with respect to that level of coverage.



3.2 Post-Retirement Death Benefit. An Employee shall be eligible for a Participating
Employer provided post-retirement death benefit under this Section 3.2 if the Employee satisfies
both of the following requirements:




     (A) The Employee has been employed by the Company (including Affiliated
Employers as defined in the Liberty Mutual Retirement Benefit Plan) on a continuous basis
for the ten (10) year period prior to the date of the Employee’s Retirement, and



     (B) The Employee was a Participant in this Plan immediately prior to the
Employee’s Retirement.


The Participant’s Beneficiary shall be entitled to receive the Participating Employer provided
post-retirement death benefit calculated as follows:



For Select Participants as determined by the Management of the Company, one (1), two (2), three
(3), four (4) or five (5) times the Participant’s Total Annual Compensation, as elected by the
Participant on an Election Form filed with the Company and accepted by the Insurer to the extent
required under Section 2.2.



For non-Select Participants, the Participating Employer provided post-retirement death benefit
shall be. at the Participant’s written election, up to one (1) times Total Annual Compensation,
(in $1,000 increments).



In addition, non-Select Participants may also elect within 30 days to purchase from the Insurer an
additional amount of coverage without providing evidence of insurability such that the combined
Participating Employer provided post-retirement death benefit and this optional coverage will not
exceed two (2) times the Participant’s Total Annual Compensation and not exceed in any event, the
Participant’s pre-retirement coverage. The Participant shall be responsible for paying the entire
premium for this additional coverage.



The Company will pay the Participant’s Beneficiary an additional amount equal to the Beneficiary’s
approximate federal and state income tax liability, as determined by the Company in its sole
discretion, in respect to the death benefit payable under the Plan and this additional payment.



The “highest ever” rule set forth in Section 3.1 above shall also apply, in the manner prescribed
by the Company, in determining the maximum benefit available to a Participant under this Section
3.2.



After Retirement, a Participant may elect to reduce his or her benefit at such time or times as
permitted by the Company. A Participant may not elect to increase his or her benefit after
Retirement.



3.3 Payment of Benefits. Death benefits provided under this Plan shall be paid to
the Participant’s Beneficiary(ies) in a lump sum payment no later than sixty (60) days after the








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date on which the Plan Administrator is provided with proof, that is satisfactory to the
Plan Administrator, of the Participant’s death.



3.4 Termination of Employment Prior to Retirement. If a Participant’s employment with any
Participating Employer is terminated prior to his or her Retirement for any reason other than
death, no death benefit shall be payable to his or her Beneficiary under this Plan.



3.5 Limitation on Amount of Available Death Benefit. Notwithstanding anything to the
contrary, the maximum amount of death benefit otherwise available to an eligible Employee under
Sections 3.1 and 3.2 of the Plan is reduced by coverage provided to the eligible Employee under
the Liberty Mutual Insurance Company Optional Life Insurance Plan (“OLIP”). In such a case, the
maximum amount of death benefit available under the Plan is calculated as follows: the maximum
multiple of Total Annual Compensation coverage otherwise available to an eligible Employee as a
death benefit under the Plan shall be reduced by the number of multiples of compensation coverage
provided to the eligible Employee under OLIP. As an example of the preceding sentence, if an
eligible Employee was covered under OLIP for a death benefit of three (3) times annual
compensation, the maximum amount of pre-retirement death benefit coverage the Employee could elect
under the Plan would be two (2) times Total Annual Compensation.



3.6 Coordination with Other Benefits. Subject to Section 3.5, the benefits provided for a
Participant’s Beneficiary under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Participating Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.




ARTICLE 4

Beneficiary Designation



4.1 Designation of Beneficiary: Change of Beneficiary Designation. Upon the commencement
of participation in the Plan, each Participant shall designate his or her Beneficiary by
completing and signing the Beneficiary Designation Form, and returning it to the Plan
Administrator or its designated agent. The Beneficiary designated under this Plan may be the same
as or different from the Beneficiary designation under any other plan of a Participating Employer
in which the Participant participates. A Participant shall have the right to change a Beneficiary
by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form
and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely
on the last Beneficiary Designation Form filed by the Participant and accepted by the Plan
Administrator prior to his or her death.



4.2 Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Plan Administrator or its designated
agent.








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4.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided above or, if all designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefit, then the Participant’s designated Beneficiary
shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse,
the benefits under the Plan shall be payable to the executor or personal representative of the
Participant’s estate.



4.4 Doubt as to Beneficiary. If the Plan Administrator has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Plan Administrator shall have the
right, exercisable in its discretion, to cause the Participant’s Participating Employer to
withhold such payments until this matter is resolved to the Plan Administrator’s satisfaction.



4.5 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Plan Administrator from all further
obligations under this Plan with respect to the Participant (or his or her Beneficiary), and that
Participant’s Election Form shall terminate upon such full payment of benefits.




ARTICLE 5

Termination, Amendment or Modification



5.1 Termination. Although each Participating Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that any Participating Employer
will continue the Plan or will not terminate its participation as a Participating Employer in the
Plan at any time in the future. Accordingly, each Participating Employer reserves the right to
discontinue its participation as a Participating Employer of the Plan and/or to terminate the Plan
at any time with respect to any or all of its participating Employees, by action of its board of
directors. However, the termination of the Plan shall not adversely affect (i) any Participant
who, at the time of Plan termination, has previously terminated employment with any Participating
Employer due to Retirement, or (ii) any Beneficiary who, at the time of Plan termination, has
previously become entitled to the payment of a benefit under the Plan.



5.2 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part
by the action of its board of directors; provided, however, that (i) no amendment or modification
shall be effective to decrease or restrict the right of any Participant who, as of the effective
date of the amendment or modification, has previously terminated employment with any Participating
Employer due to Retirement, and (ii) no amendment or modification of the Plan shall affect any
Beneficiary who, as of the effective date of the amendment or modification, has previously become
entitled to the payment of a benefit under the Plan.




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ARTICLE 6

Administration



6.1 Plan Administrator Duties. Except as otherwise provided in this Article 6, this Plan
shall be administered by the Plan Administrator. The Plan Administrator shall also have the
discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with the Plan. When making a
determination or calculation, the Plan Administrator shall be entitled to rely on information
furnished by a Participant, the Company and/or a Participating Employer.



6.2 Agents. In the administration of this Plan, the Plan Administrator may, from time to
time, employ agents, advisors, consultants, attorneys and other professionals and delegate to
them such administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be counsel to any
Participating Employer.



6.3 Binding Effect of Decisions. The decision or action of the Committee with respect to
any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.




ARTICLE 7

Claims Procedures



7.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a
written claim for a determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim
must be made within sixty (60) days after such notice was received by the Claimant. All other
claims must be made within 180 days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination desired by the Claimant.



7.2 Notification of Decision. The Plan Administrator shall consider a Claimant’s claim
within a reasonable time, but no later than ninety (90) days after receiving the claim. If the
Plan Administrator determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the Claimant prior to
the termination of the initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which






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the Plan Administrator expects to render the benefit determination. The Plan Administrator shall
notify the Claimant in writing:





	 	(a)	 	that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or
	 
	 	(b)	 	that the Plan Administrator has reached a conclusion contrary, in whole or
in part, to the Claimant’s requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or any part of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions of the Plan upon which
such denial was based;
	 
	 	(iii)	 	a description of any additional material or
information necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;
	 
	 	(iv)	 	an explanation of the claim review procedure set forth in Section 7.3 below; and







	 	(v)	 	a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review.




7.3 Review of a Denied Claim. On or before sixty (60) days after receiving a notice
from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or
the Claimant’s duly authorized representative) may file with the Plan Administrator a written
request for a review of the denial of the claim. The Claimant (or the Claimant’s duly
authorized representative):





	 	(a)	 	may, upon request and free of charge, have reasonable access to, and copies
of, all documents, records and other information relevant to the claim for benefits;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which the Plan Administrator, in its sole discretion, may grant.








7.4 Decision on Review. The Plan Administrator shall render its decision on review
promptly, and no later than sixty (60) days after the Plan Administrator receives the
Claimant’s written request for a review of the denial of the claim. If the Plan Administrator
determines that special circumstances require an extension of time for processing the claim.
written notice of the extension shall be furnished to the Claimant prior to the termination of
the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60)
days from the end of the initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan Administrator
expects to render the benefit determination. In rendering its decision, the Plan Administrator
shall take into account all comments, documents, records and other information submitted by
the Claimant relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:








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	 	(a)	 	specific reasons for the decision:
	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon which the decision was based;






	 	(c)	 	a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and
	 
	 	(d)	 	a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).





7.5 Legal Action.  A Claimant’s compliance with the foregoing provisions of this Article 7
is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to
any claim for benefits under this Plan.




ARTICLE 8

Miscellaneous



8.1 Status of Plan.  The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that is unfunded and is maintained by an employer primarily for
the purpose of providing welfare benefits for a select group of management or highly compensated
employees within the meaning of 29 CFR §2520.104-24. The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent. It is intended that
the Plan shall not be a nonqualified deferred compensation plan within the meaning of Code section
409A.



8.2 Unsecured General Creditor.  Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or assets
of a Participating Employer. For purposes of the payment of benefits under this Plan, any and all
of a Participating Employer’s assets shall be, and remain, the general, unpledged unrestricted
assets of the Participating Employer. A Participating Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.



8.3 Participating Employer’s Liability.  A Participating Employer’s liability for the
payment of benefits shall be defined only by the Plan and the Election Form, as entered into
between the Participating Employer and a Participant. A Participating Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the Plan and his or
her Plan Agreement.



8.4 Nonassignability.  Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other






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person, be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.



8.5  Not a Contract of Employment.  The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Participating Employer and the
Participant. Such employment is hereby acknowledged to be an “at will” employment
relationship that can be terminated at any time for any reason, or no reason, with or without
cause, and with or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained
in the service of any Participating Employer, as an Employee, or to interfere with the right of
any Participating Employer to discipline or discharge the Participant at any time.



8.6  Furnishing Information.  A Participant or his or her Beneficiary will cooperate with
the Plan Administrator by furnishing any and all information requested by the Plan Administrator
and take such other actions as may be requested in order to facilitate the administration of the
Plan and the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Plan Administrator may deem necessary.



8.7  Electronic Enrollment, Beneficiary Designations, etc.  Notwithstanding any provision to
the contrary, to the extent permitted by the Plan Administrator, an Employee. Participant or
Beneficiary may submit electronically any information otherwise required to be submitted in paper
form and signed by such person including, but not limited to, forms related to enrollment and
beneficiary designations, provided such submission is in a format and on an electronic form
acceptable to the Plan Administrator.



8.8  Terms.  Whenever any words are used herein in the masculine, they shall be construed as
though they were in the feminine in all cases where they would so apply: and whenever any words
are used herein in the singular or in the plural, they shall be construed as though they were used
in the plural or the singular, as the case may be, in all cases where they would so apply.



8.9  Captions.  The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.



8.10  Governing Law.  Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the Commonwealth of Massachusetts without regard to
its conflicts of laws principles.



8.11  Notice.  Any notice or filing required or permitted to be given to the Plan
Administrator under this Plan shall be sufficient if in writing and hand, delivered, or sent by
registered or certified mail, to the address below:



Liberty Mutual Insurance Company

175 Berkeley Street

Boston. MA 02117

Attn: Helen E. R. Sayles








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Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.



Any notice or filing required or permitted to be given to a Participant under this Plan shall be
sufficient if in writing and hand-delivered, or sent by facsimile or by U.S. mail, to the last
known address of the Participant.



8.12 Successors.  The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and the Participant’s
designated Beneficiaries.



8.13 Spouse’s Interest.  The interest in the benefits hereunder of a spouse of a Participant
who has predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouse’s will, nor
shall such interest pass under the laws of intestate succession.



8.14 Validity.  In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan
shall be construed and enforced as if such illegal or invalid provision had never been inserted
herein.



8.15 Incompetent.  If the Plan Administrator determines in its discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable
of handling the disposition of that person’s property, the Plan Administrator may direct payment
of such benefit to the guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Plan Administrator may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability
under the Plan for such payment amount.



8.16 Court Order.  The Plan Administrator is authorized to make any payments directed by
court order in any action in which the Plan or the Plan Administrator has been named as a party.
In addition, if a court determines that a spouse or former spouse of a Participant has an interest
in the Participant’s benefits under the Plan in connection with a property settlement or
otherwise, the Plan Administrator, in its sole discretion, shall have the right, notwithstanding
any election made by a Participant, to immediately distribute the spouse’s or former spouse’s
interest in the Participant’s benefits under the Plan to that spouse or former spouse.







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     The effective date of the Plan is January 1, 2004



	 	 	 	 	 
	 	LIBERTY MUTUAL INSURANCE COMPANY

 	 
	 	By:  	/s/ Helen E.R. Sayles
 	 
	 	 	Title:      SVP — HR & Administration 	 
	 	 	Date:  10/18/05 	 
	 




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