exv10w200






Exhibit 10.200




LIBERTY MUTUAL

SUPPLEMENTAL INCOME AT

RETIREMENT PLAN #2




(As Amended and Restated on January 1, 2010)



 









 





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 Bonus
	 	 	3	 
	2.6 Code
	 	 	3	 
	2.7 Compensation
	 	 	3	 
	2.8 Disability or Disabled
	 	 	4	 
	2.9 Effective Date
	 	 	4	 
	2.10 ERISA
	 	 	4	 
	2.11 Participant
	 	 	4	 
	2.12 Participating Employer
	 	 	4	 
	2.13 Plan Year
	 	 	5	 
	2.14 Qualified Executive
	 	 	5	 
	2.15 Retirement or Retire
	 	 	5	 
	2.16 Retirement Benefit
	 	 	5	 
	2.17 Retirement Plan
	 	 	5	 
	2.18 Section 409A
	 	 	5	 
	2.19 Separation from Service or Separates from Service or Separated from
Service
	 	 	5	 
	2.20 Spouse
	 	 	6	 
	2.21 SIRP #2 or this Plan
	 	 	6	 
	2.22 Supplemental Income at Retirement Plan or SIRP
	 	 	6	 
	2.23 TIP
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III —  ELIGIBILITY
	 	 	6	 
	 
	 	 	 	 
	3.1 Continued Participation for Certain Qualified Executives
	 	 	6	 
	3.2 Participation for Other Qualified Executives On and 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	 






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(continued)




	 	 	 	 	 
	 	 	 	Page	 
	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
	 	 	10	 
	 
	 	 	 	 
	6.1 Amendment Termination
	 	 	10	 
	6.2 Participating Employers
	 	 	11	 
	6.3 Effect of Amendment
	 	 	11	 
	6.4 Effect of Termination
	 	 	12	 
	6.5 Payment of Benefits
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII — MISCELLANEOUS
	 	 	12	 
	 
	 	 	 	 
	7.1 No Guarantee of Employment
	 	 	12	 
	7.2 Non Alienation
	 	 	12	 
	7.3 Tax Withholding
	 	 	12	 
	7.4 Distribution of Taxable Amounts
	 	 	13	 
	7.5 No Guarantee of Benefits
	 	 	13	 
	7.6 Incapacity of Recipient
	 	 	13	 
	7.7 Limitations on Liability
	 	 	14	 
	7.8 Liability for Payment
	 	 	14	 
	7.9 Plan Expenses
	 	 	14	 
	7.10 Provisions Regarding the Wausau Supplemental
Income at Retirement Plan
	 	 	15	 
	7.11 Regarding Certain Legal Expenses
	 	 	15	 
	7.12 Provisions to Facilitate Plan Operations
	 	 	16	 
	7.13 Correction of Payment Mistakes
	 	 	16	 
	7.14 Number
	 	 	16	 
	7.15 Governing Law
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VIII — ADMINISTRATION OF THE PLAN
	 	 	16	 
	 
	 	 	 	 
	8.1 Plan Administration
	 	 	16	 
	8.2 General Powers of Administration
	 	 	16	 
	8.3 Delay in Payment of Benefits
	 	 	17	 
	 
	 	 	 	 
	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 OF SIRP #2
	 	 	19	 






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(continued)




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1 — CONTRIBUTIONS
	 	 	19	 
	 
	 	 	 	 
	1.1 Contributions
	 	 	19	 
	1.2 Requirements Applicable to Compensation and Bonus Deferrals
	 	 	23	 
	1.3 Company Matching Contributions
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 2 — PARTICIPANT ACCOUNTS AND EARNINGS; STATEMENTS
	 	 	24	 
	 
	 	 	 	 
	2.1 Accounts
	 	 	24	 
	2.2 Earnings
	 	 	24	 
	2.3 Statements
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 3 — BENEFITS
	 	 	26	 
	 
	 	 	 	 
	3.1 Deferral Period
	 	 	26	 
	3.2 Form of Distribution
	 	 	27	 
	3.3 Separation from Service Prior to Retirement, Disability, or Death
	 	 	28	 
	3.4 Hardship Distributions
	 	 	29	 
	3.5 Predetermined Cashout
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 4 — SURVIVORSHIP BENEFITS
	 	 	30	 
	 
	 	 	 	 
	4.1 Recipient
	 	 	30	 
	4.2 Form and Timing of Payment
	 	 	30	 
	 
	 	 	 	 
	APPENDIX II RETIREMENT PLAN RELATED PROVISIONS FOR SIRP #2
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 1 — BENEFITS
	 	 	31	 
	 
	 	 	 	 
	1.1 Amount of Benefit
	 	 	31	 
	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
	 	 	37	 
	 
	 	 	 	 
	APPENDIX III CALCULATING THE GRANDFATHERED AMOUNT
	 	 	40	 
	 
	 	 	 	 
	APPENDIX IV PROVISIONS RELATING TO THE SAFECO DEFERRED
COMPENSATION AND SUPPLEMENTAL BENEFIT PLAN FOR
EXECUTIVES (AS AMENDED AND RESTATED EFFECTIVE
NOVEMBER 1, 2004)
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 1 — STATEMENT OF INTENT
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 2 — PARTICIPATION
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 3 — LEGAL FEES
	 	 	43	 






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(continued)




	 	 	 	 	 
	 	 	 	Page	 
	APPENDIX V PROVISIONS RELATING TO THE PARTICIPANTS IN THE OHIO
CASUALTY INSURANCE COMPANY BENEFIT EQUALIZATION
PLAN
	 	 	45	 
	 
	 	 	 	 
	ARTICLE 1 — AMOUNT OF TOTAL ACCRUED BENEFIT
	 	 	45	 
	 
	 	 	 	 
	ARTICLE 2 — FORM OF PAYMENT
	 	 	45	 
	 
	 	 	 	 
	2.1 BEP Accrued Benefit
	 	 	45	 
	2.2 Remaining SIRP #2 Accrued Benefit
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 3 — TIME OF PAYMENT
	 	 	46	 
	 
	 	 	 	 
	APPENDIX V —  TABLE A
	 	 	47	 
	 
	 	 	 	 
	EXHIBIT A
	 	 	50	 







-iv-











 





ARTICLE I — BACKGROUND



1.1 Establishment. Liberty Mutual Group Inc. (the “Company”) established this Liberty
Mutual Supplemental Income at Retirement Plan #2 (“SIRP #2” or this “Plan”) effective January 1,
2005.



1.2 Applicability. This amendment and restatement of the Plan applies only to Qualified
Executives who are actively employed by a Participating Employer on or after January 1, 2010.
Amounts earned and vested under the SIRP as of December 31, 2004 are intended to be grandfathered
from Section 409A, and shall be subject to the terms of SIRP (as defined in Article II below).
Amounts that are not both earned and vested under SIRP as of December 31, 2004 shall be subject to
the terms of SIRP #2.



1.3 Purpose. The purpose of SIRP #2 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
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 Retirement Plan when calculating pension benefits or under TIP when calculating company
matching contributions.




Appendix I describes the TIP-related benefits of SIRP #2. Appendix II describes the Retirement Plan
related benefits of SIRP #2. Appendix III sets forth the method of calculating the Grandfathered
Amount under Appendix II. Appendix IV describes provisions relating to the Safeco Deferred
Compensation and Supplemental Benefit Plan for Executives. Appendix V describes provisions of SIRP
#2 Appendix II as they apply to Ohio Casualty Insurance Company Benefit Equalization Plan
participants.







 









 







1.4 Section 409A





	 	(a)	 	SIRP #2 is intended to comply and shall be interpreted and construed in a manner
consistent with the provisions of Section 409A. Any provision under SIRP #2 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
Administrator.
	 
	 	(b)	 	There shall be no acceleration or subsequent deferral of the time or schedule of any
payment under SIRP #2 except as permitted under Section 409A and the terms of this Plan.
	 
	 	(c)	 	The provisions of SIRP #2 shall not apply to the SIRP or constitute a material
modification of the SIRP.





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 SIRP #2, the “TIP
Administrative Committee” (as that term is defined under TIP) and, with respect to the Retirement
Plan related benefits under SIRP #2, the “Retirement Board” (as that term is defined in the
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




2









 







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.



2.4 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 Bonus means a Short Term Bonus or a Long Term Bonus. “Short Term Bonus” means extra
cash compensation earned during a Plan Year under the Liberty Mutual Management Incentive
Compensation Plan, or any other “performance-based compensation” (as defined under Treas. Reg.
§1.409A-1(e)) designated by the Chief Executive Officer of the Company that relates to services
performed by a Participant during a performance period of 12 months. “Long Term Bonus” means extra
cash compensation earned under the Liberty Mutual Executive Long Term Incentive Compensation Plan,
or any similar “performance-based compensation” (as defined under Treas. Reg. §1.409A-1(e))
designated by the Chief Executive Officer of the Company that relates to services performed by a
Participant during a performance period of more than twelve months.



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



2.7 Compensation means, for purposes of Appendix I, the base salary earned by the
Participant in a Plan Year 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







3









 







plan of deferred compensation sponsored by a Participating Employer. In no event shall
Compensation include Bonus, expense reimbursements or cash-out payments of accrued vacation pay.



2.8 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.



2.9 Effective Date means January 1, 2010 except as specifically provided to the contrary
herein.



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



2.11 Participant means an individual who has satisfied the requirements of Article III and
who either has an account balance under Appendix I, an accrued benefit under Appendix II under SIRP
#2 or both.



2.12 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.







4









 







2.13 Plan Year means the calendar year.



2.14 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 the Company, 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 Retirement Plan. An individual shall cease to be a Qualified Executive on the earliest of the
date such individual is no longer included in Management A or above, the date determined by the
Chief Executive Officer of the Company in his sole discretion, or the date the individual becomes a
participant in another plan sponsored by an Affiliated Employer or another company in the Liberty
Mutual Group 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 Agency Corporation
Supplemental Income at Retirement Plan.



2.15 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 Retirement Plan as of the date hereof) and attaining age
fifty-five.



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



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



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



2.19 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.



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







5









 







2.21 SIRP #2 or this Plan means the Liberty Mutual Group Inc. Supplemental Income at
Retirement Plan #2 as amended from time to time.



2.22 Supplemental Income at Retirement Plan or SIRP means the Liberty Mutual Supplemental
Income at Retirement Plan sponsored by the Company as in effect on October 3, 2004.



2.23 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 Continued Participation for Certain Qualified Executives. An individual who
participated in SIRP #2 on or before December 31, 2009 and is actively employed by a Participating
Employer as a Qualified Executive on January 1, 2010 shall be a Participant whose benefits are
governed by this amendment and restatement on and after the Effective Date.



3.2 Participation for Other Qualified Executives On and After the Effective Date. Each
individual who becomes a Qualified Executive on or after the Effective Date shall be eligible to
commence participation in SIRP #2, (a) as soon as administratively practicable after becoming a
Qualified Executive for purposes of Appendix I and (b) on the date after becoming a 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







6









 







compensation plan of an 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 a 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
SIRP #2 in a subsequent Plan Year, unless the Participant again becomes a
Qualified Executive; and then only as permitted under Section 3.2, and
	 
	 	(b)	 	Shall not receive benefits under Appendix II of the 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 Retirement Plan until
ceasing to be a 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 a 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 employee’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 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







8









 







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 SIRP #2.



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 provisions of SIRP #2 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 SIRP #2’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.
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







9









 







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 provisions of SIRP #2 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.




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





10












 




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 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.



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 the SIRP #2 and the
Retirement Plan after such amendment shall not be less than the total accrued benefit under SIRP #2
and the 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 Retirement
Plan.






11









 







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 SIRP #2 and the Retirement Plan after such termination shall not be less than
the total accrued benefit under the Retirement Plan and SIRP #2 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 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.



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 SIRP #2 at any time;







12









 







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 SIRP #2 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 SIRP #2 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 any benefit 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:





	 	(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 SIRP #2
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







13









 







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 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







14









 







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 Provisions Regarding the Wausau Supplemental Income at Retirement Plan. Effective
January 1, 2000, the Wausau Supplemental Income at Retirement Plan (the “Wausau SIRP”) was merged
into the SIRP. The following provision shall apply to individuals who previously participated in
the Wausau SIRP who are Participants in SIRP #2:




     The sum of the amount determined under Section 1.1 of Appendix II of SIRP and SIRP #2 shall
not be less than (i) minus (ii) where:




	 	(i)	 	Is the total benefit payable under the Nationwide Insurance Enterprise
Retirement Plan, the Nationwide Insurance Enterprise Supplemental Retirement Plan,
and the Nationwide Insurance Enterprise Excess Benefit Plan calculated as if the
Participant had terminated employment on December 31, 1998, and expressed as a
benefit payable at the same time and in the same form as the Retirement Benefit
under the Retirement Plan, using actuarial factors set forth in Section 1.2 and
Schedule A of the Retirement Plan, and
	 
	 	(ii)	 	Is the Retirement Benefit payable under the Retirement Plan, SIRP and
SIRP #2.




7.11 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 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.







15









 







7.12 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 7.12 shall be
a complete discharge of any liability for the making of such payment under the provisions of this
Plan.



7.13 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.



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



7.15 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 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.







16









 







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 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 SIRP #2 if it would (i) violate federal securities laws or other applicable law, or (ii)
jeopardize the ability of the Company to continue as a going concern. The delay shall last until







17









 







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 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.







18









 








APPENDIX I




TIP-RELATED PROVISIONS OF SIRP #2



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




19









 






	 	 	 	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 the 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. Notwithstanding the foregoing, a
Participant may elect to only defer the portion of a Short Term Bonus that
maximizes Company Matching






20












 






	 	 	 	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 a 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 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 a Qualified Executive after January 1 of a Plan Year 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 SIRP #2. Notwithstanding the foregoing,




21









 






	 	 	 	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 SIRP #2 under the plan aggregation
rules set forth in Treas. Reg. §1.409A-1(c)(2) (such as the Liberty Mutual Deferred
Compensation Plan #2 or the Liberty Mutual Agency Corporation Supplemental Income at
Retirement Plan) shall not be eligible to make an election under this paragraph (2).
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. A
Qualified Executive who does not timely make a deferral election 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 a
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 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




22









 












	 	 	 	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 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.








23









 








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 employer to the Participant.



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




24









 






	 	 	 	Account. The “property and casualty companies” are as defined by the Company
for other purposes.






	 	(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 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.






25









 








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
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.




26









 












	 	(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 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.








27









 









	 	(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.
	 
	 	 	 	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








28









 







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 Chief Executive Officer of the
Company, 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 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
SIRP #2.



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






29









 







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 DCP #2, the Liberty Mutual Agency
Corporation Supplemental Income at Retirement Plan or the Liberty Mutual Agency Corporation
Deferred Compensation Plan).




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.





30












 





APPENDIX II




RETIREMENT PLAN RELATED PROVISIONS FOR SIRP #2




ARTICLE 1 — BENEFITS



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





	 	(a)	 	Is the Retirement Benefit to which the Participant or Surviving Annuitant would be
entitled under the 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,
	 
	 	(ii)	 	Assuming that “Annual Compensation,” “Final Average Compensation,” and “Final
Average Pay,” as those terms are defined under the Retirement Plan including
amounts deferred by the Participant under Appendix I of this Plan and under
Appendix I of SIRP (but only to the extent such deferred amounts would otherwise
have been included in pensionable earnings under the Retirement Plan but for the
deferral), and
	 
	 	(iii)	 	For “Ram Company Employees” and “Transferred Employees” as those terms are
defined in Schedule B of the Retirement Plan, assuming that Annual Compensation,
Final Average Compensation, and Final Average Pay include compensation paid to a
Participant by a RAM company prior to January 1, 2001, but only to the extent such
compensation would otherwise have been included in pensionable earnings if paid by
a Participating Employer under the Retirement Plan, such determination to be made
solely in the discretion of the Administrator;





31









 






	 	(b)	 	Is the Retirement Benefit actually payable under the Retirement Plan taking into
account all years of credited service and assuming that such benefits actually commence on
the SIRP #2 benefit commencement date; and
	 
	 	(c)	 	Is the Grandfathered Amount of compensation deferred under Appendix II of the SIRP for
purposes of Section 409A as determined under the rules set forth in Treas. Reg.
1.409A-6(a)(3)(i) and Appendix III of SIRP #2.




1.2 Form and Timing of Distribution. Benefits payable under SIRP #2 to a Participant or
surviving Spouse under SIRP #2 shall be paid as follows:



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
shall begin to receive his or her benefit under SIRP #2 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 benefit under SIRP #2 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 benefit payments under SIRP #2
but with respect to whom a benefit is to be paid to such Participant’s surviving Spouse,
the surviving Spouse shall commence benefit payments under SIRP #2 as of whichever of the
following dates is applicable:






	 	(i)	 	If the Participant dies on or after becoming eligible to commence receiving
benefit payments under SIRP #2, the surviving Spouse shall begin to receive his or
her benefit under SIRP #2 on the first day of the month on or next following the
Participant’s date of death.





32









 






	 	(ii)	 	If the Participant does not qualify under clause (i) above, the surviving
Spouse shall receive his or her benefit under SIRP #2 on the first day of the month
on or next following the first date on which the Participant could have commenced
receiving his benefit under SIRP #2 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:





	 	(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 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







33









 







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 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.



In addition, in the case of a Participant eligible to elect a lump sum form of benefit, an election
by such Participant to receive a lump sum payment is subject to the following:





	 	(a)	 	Such election shall not take effect until twelve (12) months after the date on which the
election is received by the Administrator; and
	 
	 	(b)	 	Except for a payment made on account of the Participant’s death or Disability, any such
election will cause the payment with respect to which such election is made to be deferred for a
period of not less than five (5) years from the date of the Annuity Starting Date.




“Actuarial equivalent” for purposes of determining the amount of a lump sum payment shall be
determined by using the mortality table and interest rate set forth in Section 1.2(a)(1) of the
Retirement Plan.



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 DCP #2, the Liberty Mutual Agency Corporation Supplemental Income at
Retirement Plan or the Liberty Mutual Agency Corporation Deferred Compensation Plan).







34









 







1.3 Surviving Annuitant means the individual, if any, designated by the Participant, or by
the terms of the Retirement Plan, to receive payments under the 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 and, solely
with respect to a Participant who became a Qualified Executive before February 8, 2010, either (i)
was insured under a life insurance policy issued in connection with SIRP prior to January 1, 2005
and that was owned by the Company, an Affiliated Employer or a trust established in accordance with
SIRP, or (ii) applied on or before becoming a Participant under SIRP #2 for coverage under a life
insurance policy to be owned by a Participating Employer or by a trustee of a trust established in
accordance with Section 4.1, 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 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




35









 












	 	 	 	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 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 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 in Section 1.4(a) of this Appendix II.
	 
	 	(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




36









 












	 	 	 	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 SIRP #2 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 Deferred Compensation Plan #2 (or
its predecessor), or any similar plan maintained by an Affiliated Employer) with respect to the
same period of service 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 Retirement Plan while accruing benefits
under Appendix II of DCP #2. This Plan shall be interpreted wherever necessary to avoid such
duplication of benefit, consistent with applicable law.



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




37









 












	 	 	Section 1.1(a) of Appendix II shall be calculated as if such Participant had attained age 55 under
the 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 Retirement Plan, and shall not result in the allocation of additional
years of credited service to a Participant under the 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 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 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; and (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 Executive’s consent, (iii) a geographical
relocation of the Executive 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%.




38









 












	 	 	 	“Change in Control” shall have the same meaning as set forth in a rabbi trust established
in accordance with Section 4.1 of this Plan.




39









 











APPENDIX III




CALCULATING THE GRANDFATHERED AMOUNT


A Participant’s Grandfathered Amount under Section 1.1(c) of Appendix II of SIRP #2 shall be
determined as follows:



For Participants who were Eligible to Retire on December 31, 2004:





	(1)	 	The benefit described in Section 1.1 of Appendix II of SIRP calculated as though the
Participant had Separated from Service on December 31, 2004 without any reduction for early
commencement;
	 
	(2)	 	The amount determined in (1) above is adjusted for early retirement in accordance with section
4.3 of the Retirement Plan based on a January 1, 2005 commencement date and converted to an
actuarially equivalent January 1, 2005 lump sum benefit;
	 
	(3)	 	The amount determined in (2) above is increased actuarially for interest and mortality from
January 1, 2005 to the SIRP #2 Annuity Starting Date; and
	 
	(4)	 	The amount determined in (3) above is converted to an actuarially equivalent annuity commencing
on the SIRP #2 Annuity Starting Date, which shall be the Grandfathered Amount.




For Participants Who Were Not Eligible to Retire on December 31, 2004





	(1)	 	The benefit described in Section 1.1 of Appendix II of SIRP calculated as though the
Participant had Separated from Service on December 31, 2004 without any reduction for early
commencement;
	 
	(2)	 	The amount determined in (1) above is:






	 	(A)	 	Adjusted for early commencement using (i) a commencement date that is the earliest date
the Participant would have been eligible to commence benefits had the Participant Separated
from Service on December 31, 2004 and (ii) the early commencement reduction factors under
Section 6.4 of the Retirement Plan and




40









 












	 	(B)	 	Converted to an actuarially equivalent January 1, 2005 lump sum benefit;






	(3)	 	The amount determined in (2) above is increased actuarially for interest and mortality from
January 1, 2005 to the SIRP #2 Annuity Starting Date; and
	 
	(4)	 	The amount determined in (3) above is converted to an actuarially equivalent annuity
commencing on the SIRP #2 Annuity Starting Date, which shall be the Grandfathered Amount.






For purposes of this Appendix III, “actuarial equivalence” shall be based on the following
actuarial assumptions: 6% interest and the Revenue Ruling 2001-62 mortality table.




41









 











APPENDIX IV




PROVISIONS RELATING TO THE SAFECO DEFERRED COMPENSATION AND

SUPPLEMENTAL BENEFIT PLAN FOR EXECUTIVES (AS AMENDED AND

RESTATED EFFECTIVE NOVEMBER 1, 2004)


ARTICLE 1 — STATEMENT OF INTENT



Effective December 31, 2008, this Plan was amended to accept a contribution of Designated Balances
(as defined below) from the Safeco Deferred Compensation and Supplemental Benefit Plan for
Executives (as Amended and Restated effective November 1, 2004) (the “Safeco Plan”). Also effective
December 31, 2008, Safeco Corporation (“Safeco”) became a Participating Employer in this Plan. This
Appendix IV governs the special provisions of this Plan relating to Safeco and its subsidiaries and
those participants in the Safeco Plan who had Designated Balances as of December 31, 2008 (the
“Safeco Participants”). For purposes of this Plan, “Designated Balances” means amounts credited to
the accounts of participants in the Safeco Plan that were not earned and vested as of December 31,
2004 and that relate to the period beginning on January 1, 2005 and ending on December 31, 2008.



It is intended that this Appendix IV be interpreted in accordance with the following guidelines:





	 	(a)	 	The provisions of this Plan other than this Appendix IV shall generally apply, except
where the provisions of this Appendix IV are explicitly applicable;
	 
	 	(b)	 	There shall be no duplication of benefits with respect to any periods of services with
Safeco and its subsidiaries and the Company and its Affiliated Employers for the same
period of service;
	 
	 	(c)	 	Designated Balances shall continue to be paid under this Plan in the same form as under
the Safeco Plan, in accordance with the elections made by the Safeco Participants prior to
December 31, 2008, and as further set forth on Exhibit A to this Appendix IV, subject in
all other cases to the terms of this Plan;




42









 












	 	(d)	 	Designated Balances shall only be permitted to be redeferred in accordance with the
terms of Appendix I of this Plan;
	 
	 	(e)	 	A Designated Participant shall only be entitled to receive an in-service distribution
of his or her Designated Balances to the extent permitted by Section 7.4 of this Plan and
Section 3.4 of Appendix I to this Plan; and
	 
	 	(f)	 	Any amounts credited with respect to periods beginning on and after January 1, 2009 on
account of the Safeco Participants, other than earnings credited on the Designated
Balances, shall be treated in accordance with the terms of this Plan, without regard to
this Appendix IV.




ARTICLE 2 — PARTICIPATION



Safeco Participants shall become Participants in this Plan on January 1, 2009 to the extent
provided for in this Appendix IV with respect to the Designated Balances. A Safeco Participant’s
participation in this Plan by reason of this Appendix IV shall not guarantee participation in this
Plan for any other purpose. Safeco Participants and any other employee of Safeco or its
subsidiaries who becomes employed by the Company or its Affiliated Employers as a result of the
transactions contemplated by that certain Agreement and Plan of Merger dated as of April 23, 2008
among Liberty Mutual Insurance Company (“Liberty Mutual”), Big Apple Merger Corporation and Safeco
pursuant to which Safeco will become a subsidiary of Liberty Mutual (the “Merger”) shall only
become Participants in this Plan (not taking into account this Appendix III) if they meet the
eligibility and other requirements set forth in this Plan.



ARTICLE 3 — LEGAL FEES



With respect to the Designated Balances, if following the Merger (i) it should appear to a Safeco
Participant that the Company has failed to comply with its obligations under this Appendix III or
(ii) the Company takes any action to declare this Appendix IV void or unenforceable or institutes
any litigation or other legal action designed to deny, diminish or recover from any Safeco
Participant the benefits intended to be provided under this Appendix IV, then the Safeco
Participant shall be authorized to retain counsel of his or her choice to represent the Safeco
Participant in connection with the initiation or defense of any litigation or other legal action,







43









 







whether by or against the Company, or any director, officer, shareholder or other person affiliated
with the Company in any jurisdiction. The Company shall reimburse the Safeco Participant for the
reasonable costs of attorneys’ fees in connection with the foregoing to the extent that such
participant prevails in any such proceeding.







44









 








APPENDIX V




PROVISIONS RELATING TO THE PARTICIPANTS IN THE OHIO CASUALTY

INSURANCE COMPANY BENEFIT EQUALIZATION PLAN


On August 27, 2008, Liberty Mutual Insurance Company acquired Ohio Casualty Corporation (“Ohio
Casualty”). Ohio Casualty sponsored the Ohio Casualty Insurance Company Benefit Equalization
Program (“BEP”), and no further benefits were accrued under the BEP effective as of December 31,
2007. All amounts payable to individuals who are Qualified Executives have been transferred from
BEP to SIRP #2, and this Appendix V sets forth how all benefits payable under SIRP #2 shall be
payable to Qualified Executives who are Transitioning Ohio Casualty Employees (as defined in the
Retirement Plan). A Participant covered by this Appendix V is referred to below as an “Ohio
Casualty Participant.”



ARTICLE 1 — AMOUNT OF TOTAL ACCRUED BENEFIT




     1.1 An Ohio Casualty Participant’s Total Accrued Benefit under SIRP #2 shall be equal to the
sum of (a) the Pre-7/1/04 BEP Benefit set forth next to the name of such Participant in Section 2.1
of this Appendix V, and (b) the amount determined under Section 1.1 of Appendix II of SIRP #2 for
the Ohio Casualty Participant based solely on his or her service and compensation after June 30,
2004; provided, however, that the “June 30, 2004 Benefit” (as defined in the Retirement Plan) is
excluded when determining the amount actually payable under the Retirement Plan for purposes of
Section 1.1(b) of Appendix II.


ARTICLE 2 — FORM OF PAYMENT




     2.1 BEP Accrued Benefit. The form of payment with respect to an Ohio Casualty
Participant’s Total Accrued Benefit accrued under the BEP as of December 31, 2007, disregarding any
compensation earned after December 31, 2007 (the “BEP Accrued Benefit”), shall be a single lump sum
payment. Set forth below is the BEP Accrued Benefit, which is expressed as a monthly annuity
benefit payable in the form of a single life annuity commencing at age sixty-five:



45









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Pre-7/01/04 BEP	 	 	Post 6/30/04 BEP	 	 	BEP Accrued Benefit	 
	JOHN S BUSBY
	 	$	2,706.82	 	 	$	742.05	 	 	$	3,448.87	 
	LLOYD E GEARY
	 	$	170.10	 	 	$	221.01	 	 	$	391.11	 
	RALPH G GOODE
	 	$	1,031.36	 	 	$	389.66	 	 	$	1,421.02	 
	RUSSELL KELLY
	 	$	—	 	 	$	367.88	 	 	$	367.88	 
	PHILIP R LUCCA
	 	$	—	 	 	$	31.35	 	 	$	31.35	 
	DOUGLAS B MANWARING
	 	$	—	 	 	$	69.35	 	 	$	69.35	 
	JOHN A MILESKI
	 	$	—	 	 	$	8.95	 	 	$	8.95	 
	CURTIS M NICHOLS
	 	$	90.29	 	 	$	3.32	 	 	$	93.61	 
	DAVID L. SANTEZ
	 	$	—	 	 	$	323.65	 	 	$	323.65	 
	THOMAS E SCHADLER
	 	$	—	 	 	$	338.81	 	 	$	338.81	 






     Notwithstanding the foregoing, the amount set forth under the column “Post 6/30/04 BEP” shall
in no event be based on a single life annuity payable commencing at age sixty-five greater than the
amount determined under 1.1(b) of this Appendix V. The lump sum payment under this Article 2 shall
be equal to the Actuarial Equivalent of the BEP Accrued Benefit. The Actuarial Equivalent of the
BEP Accrued Benefit shall be equal to the single life annuity payable commencing at age sixty-five
listed above multiplied by the factor on Appendix V- Table A.



     2.2 Remaining SIRP #2 Accrued Benefit The Total Accrued Benefit of an Ohio Casualty
Participant as determined under Article 1 of this Appendix V less the BEP Accrued Benefit, each
expressed in the form of a single life annuity commencing at age sixty-five, shall be paid in the
form of payment as determined under Section 1.2 and Section 1.4 of Appendix II, as applicable.



ARTICLE 3 — TIME OF PAYMENT



An Ohio Casualty Participant shall receive his or her lump sum payment for the BEP Accrued Benefit
as soon as practicable upon Separation from Service or death. In the event that an Ohio Casualty
Participant dies prior to receiving payment of his or her BEP Accrued Benefit, such Participant’s
surviving Spouse, if any, shall receive the BEP Accrued Benefit as soon as reasonably practicable
following such death. The Remaining SIRP #2 benefit shall be paid at such time as set forth in
Section 1.2 and Section 1.4 of Appendix II, as applicable.








46









 







APPENDIX V — Table A




LUMP SUM FACTORS FOR BEP ACCRUED BENEFITS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age	 	 	 
	Payment	 	 	 
	Begins:	 	Months	 
	Years	 	0	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 
	 
	80
	 	 	7.330971	 	 	 	7.305673	 	 	 	7.280376	 	 	 	7.255078	 	 	 	7.229780	 	 	 	7.204483	 	 	 	7.179185	 	 	 	7.153887	 	 	 	7.128590	 	 	 	7.103292	 	 	 	7.077994	 	 	 	7.052697	 
	79
	 	 	7.638751	 	 	 	7.613103	 	 	 	7.587454	 	 	 	7.561806	 	 	 	7.536158	 	 	 	7.510509	 	 	 	7.484861	 	 	 	7.459213	 	 	 	7.433564	 	 	 	7.407916	 	 	 	7.382268	 	 	 	7.356619	 
	78
	 	 	7.950562	 	 	 	7.924578	 	 	 	7.898594	 	 	 	7.872609	 	 	 	7.846625	 	 	 	7.820641	 	 	 	7.794657	 	 	 	7.768672	 	 	 	7.742688	 	 	 	7.716704	 	 	 	7.690720	 	 	 	7.664735	 
	77
	 	 	8.266050	 	 	 	8.239759	 	 	 	8.213469	 	 	 	8.187178	 	 	 	8.160887	 	 	 	8.134597	 	 	 	8.108306	 	 	 	8.082015	 	 	 	8.055725	 	 	 	8.029434	 	 	 	8.003143	 	 	 	7.976853	 
	76
	 	 	8.584694	 	 	 	8.558140	 	 	 	8.531587	 	 	 	8.505033	 	 	 	8.478479	 	 	 	8.451926	 	 	 	8.425372	 	 	 	8.398818	 	 	 	8.372265	 	 	 	8.345711	 	 	 	8.319157	 	 	 	8.292604	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75
	 	 	8.905808	 	 	 	8.879049	 	 	 	8.852289	 	 	 	8.825530	 	 	 	8.798770	 	 	 	8.772011	 	 	 	8.745251	 	 	 	8.718492	 	 	 	8.691732	 	 	 	8.664973	 	 	 	8.638213	 	 	 	8.611454	 
	74
	 	 	9.228558	 	 	 	9.201662	 	 	 	9.174766	 	 	 	9.147871	 	 	 	9.120975	 	 	 	9.094079	 	 	 	9.067183	 	 	 	9.040287	 	 	 	9.013391	 	 	 	8.986496	 	 	 	8.959600	 	 	 	8.932704	 
	73
	 	 	9.570200	 	 	 	9.540442	 	 	 	9.510683	 	 	 	9.480925	 	 	 	9.451167	 	 	 	9.421408	 	 	 	9.391650	 	 	 	9.363294	 	 	 	9.336347	 	 	 	9.309400	 	 	 	9.282453	 	 	 	9.255505	 
	72
	 	 	9.924300	 	 	 	9.894792	 	 	 	9.865283	 	 	 	9.835775	 	 	 	9.806267	 	 	 	9.776758	 	 	 	9.747250	 	 	 	9.717742	 	 	 	9.688233	 	 	 	9.658725	 	 	 	9.629217	 	 	 	9.599708	 
	71
	 	 	10.275400	 	 	 	10.246142	 	 	 	10.216883	 	 	 	10.187625	 	 	 	10.158367	 	 	 	10.129108	 	 	 	10.099850	 	 	 	10.070592	 	 	 	10.041333	 	 	 	10.012075	 	 	 	9.982817	 	 	 	9.953558	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70
	 	 	10.621373	 	 	 	10.592542	 	 	 	10.563711	 	 	 	10.534880	 	 	 	10.506049	 	 	 	10.477218	 	 	 	10.448387	 	 	 	10.419555	 	 	 	10.390724	 	 	 	10.361893	 	 	 	10.333062	 	 	 	10.304231	 
	69
	 	 	10.961021	 	 	 	10.932717	 	 	 	10.904413	 	 	 	10.876109	 	 	 	10.847805	 	 	 	10.819501	 	 	 	10.791197	 	 	 	10.762893	 	 	 	10.734589	 	 	 	10.706285	 	 	 	10.677981	 	 	 	10.649677	 
	68
	 	 	11.295567	 	 	 	11.267688	 	 	 	11.239809	 	 	 	11.211931	 	 	 	11.184052	 	 	 	11.156173	 	 	 	11.128294	 	 	 	11.100415	 	 	 	11.072536	 	 	 	11.044658	 	 	 	11.016779	 	 	 	10.988900	 
	67
	 	 	11.625495	 	 	 	11.598001	 	 	 	11.570507	 	 	 	11.543013	 	 	 	11.515519	 	 	 	11.488025	 	 	 	11.460531	 	 	 	11.433037	 	 	 	11.405543	 	 	 	11.378049	 	 	 	11.350555	 	 	 	11.323061	 
	66
	 	 	11.953041	 	 	 	11.925746	 	 	 	11.898450	 	 	 	11.871155	 	 	 	11.843859	 	 	 	11.816564	 	 	 	11.789268	 	 	 	11.761973	 	 	 	11.734677	 	 	 	11.707382	 	 	 	11.680086	 	 	 	11.652791	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65
	 	 	12.279326	 	 	 	12.252136	 	 	 	12.224945	 	 	 	12.197755	 	 	 	12.170564	 	 	 	12.143374	 	 	 	12.116184	 	 	 	12.088993	 	 	 	12.061803	 	 	 	12.034612	 	 	 	12.007422	 	 	 	11.980231	 
	64
	 	 	11.904417	 	 	 	11.913007	 	 	 	11.921485	 	 	 	11.929848	 	 	 	11.938097	 	 	 	11.946233	 	 	 	11.954256	 	 	 	11.962165	 	 	 	11.969960	 	 	 	11.977642	 	 	 	11.985211	 	 	 	11.992665	 
	63
	 	 	11.784499	 	 	 	11.795097	 	 	 	11.805585	 	 	 	11.815965	 	 	 	11.826233	 	 	 	11.836391	 	 	 	11.846439	 	 	 	11.856377	 	 	 	11.866205	 	 	 	11.875924	 	 	 	11.885532	 	 	 	11.895029	 
	62
	 	 	11.641106	 	 	 	11.653642	 	 	 	11.666071	 	 	 	11.678392	 	 	 	11.690608	 	 	 	11.702718	 	 	 	11.714721	 	 	 	11.726616	 	 	 	11.738406	 	 	 	11.750089	 	 	 	11.761666	 	 	 	11.773135	 
	61
	 	 	11.475094	 	 	 	11.489496	 	 	 	11.503794	 	 	 	11.517989	 	 	 	11.532082	 	 	 	11.546070	 	 	 	11.559956	 	 	 	11.573739	 	 	 	11.587418	 	 	 	11.600995	 	 	 	11.614469	 	 	 	11.627838	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60
	 	 	11.287303	 	 	 	11.303500	 	 	 	11.319599	 	 	 	11.335597	 	 	 	11.351495	 	 	 	11.367295	 	 	 	11.382993	 	 	 	11.398593	 	 	 	11.414093	 	 	 	11.429493	 	 	 	11.444793	 	 	 	11.459994	 
	59
	 	 	11.146130	 	 	 	11.158332	 	 	 	11.170467	 	 	 	11.182508	 	 	 	11.194468	 	 	 	11.206362	 	 	 	11.218163	 	 	 	11.229882	 	 	 	11.241535	 	 	 	11.253094	 	 	 	11.264573	 	 	 	11.275984	 
	58
	 	 	10.987054	 	 	 	11.000732	 	 	 	11.014346	 	 	 	11.027870	 	 	 	11.041315	 	 	 	11.054697	 	 	 	11.067988	 	 	 	11.081201	 	 	 	11.094350	 	 	 	11.107408	 	 	 	11.120389	 	 	 	11.133305	 
	57
	 	 	10.810719	 	 	 	10.825821	 	 	 	10.840861	 	 	 	10.855813	 	 	 	10.870690	 	 	 	10.885506	 	 	 	10.900233	 	 	 	10.914886	 	 	 	10.929478	 	 	 	10.943981	 	 	 	10.958408	 	 	 	10.972775	 
	56
	 	 	10.617748	 	 	 	10.634220	 	 	 	10.650635	 	 	 	10.666964	 	 	 	10.683221	 	 	 	10.699419	 	 	 	10.715531	 	 	 	10.731572	 	 	 	10.747554	 	 	 	10.763450	 	 	 	10.779274	 	 	 	10.795040	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55
	 	 	10.408742	 	 	 	10.426537	 	 	 	10.444275	 	 	 	10.461931	 	 	 	10.479516	 	 	 	10.497047	 	 	 	10.514495	 	 	 	10.531872	 	 	 	10.549195	 	 	 	10.566433	 	 	 	10.583603	 	 	 	10.600717	 
	54
	 	 	10.184304	 	 	 	10.203369	 	 	 	10.222382	 	 	 	10.241314	 	 	 	10.260179	 	 	 	10.278992	 	 	 	10.297724	 	 	 	10.316389	 	 	 	10.335002	 	 	 	10.353533	 	 	 	10.371998	 	 	 	10.390411	 
	53
	 	 	9.945069	 	 	 	9.965353	 	 	 	9.985587	 	 	 	10.005742	 	 	 	10.025834	 	 	 	10.045876	 	 	 	10.065839	 	 	 	10.085738	 	 	 	10.105588	 	 	 	10.125360	 	 	 	10.145067	 	 	 	10.164724	 
	52
	 	 	9.691699	 	 	 	9.713146	 	 	 	9.734547	 	 	 	9.755871	 	 	 	9.777133	 	 	 	9.798349	 	 	 	9.819490	 	 	 	9.840568	 	 	 	9.861600	 	 	 	9.882556	 	 	 	9.903450	 	 	 	9.924298	 
	51
	 	 	9.424906	 	 	 	9.447457	 	 	 	9.469965	 	 	 	9.492399	 	 	 	9.514774	 	 	 	9.537105	 	 	 	9.559362	 	 	 	9.581560	 	 	 	9.603714	 	 	 	9.625795	 	 	 	9.647817	 	 	 	9.669795	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50
	 	 	9.145429	 	 	 	9.169024	 	 	 	9.192578	 	 	 	9.216060	 	 	 	9.239486	 	 	 	9.262870	 	 	 	9.286184	 	 	 	9.309440	 	 	 	9.332655	 	 	 	9.355798	 	 	 	9.378886	 	 	 	9.401931	 
	49
	 	 	8.930995	 	 	 	8.949108	 	 	 	8.967162	 	 	 	8.985188	 	 	 	9.003171	 	 	 	9.021095	 	 	 	9.038992	 	 	 	9.056844	 	 	 	9.074639	 	 	 	9.092405	 	 	 	9.110128	 	 	 	9.127792	 
	48
	 	 	8.706801	 	 	 	8.725718	 	 	 	8.744577	 	 	 	8.763410	 	 	 	8.782202	 	 	 	8.800937	 	 	 	8.819646	 	 	 	8.838313	 	 	 	8.856923	 	 	 	8.875507	 	 	 	8.894050	 	 	 	8.912535	 
	47
	 	 	8.473348	 	 	 	8.493027	 	 	 	8.512651	 	 	 	8.532250	 	 	 	8.551809	 	 	 	8.571313	 	 	 	8.590793	 	 	 	8.610232	 	 	 	8.629616	 	 	 	8.648976	 	 	 	8.668296	 	 	 	8.687561	 
	46
	 	 	8.231116	 	 	 	8.251518	 	 	 	8.271866	 	 	 	8.292191	 	 	 	8.312477	 	 	 	8.332711	 	 	 	8.352921	 	 	 	8.373093	 	 	 	8.393211	 	 	 	8.413307	 	 	 	8.433364	 	 	 	8.453368	 






47









 






Lump Sum Factors for BEP Accrued Benefits (continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age	 	 	 
	Payment	 	 	 
	Begins:	 	Months	 
	Years	 	0	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 
	 
	45
	 	 	7.980527	 	 	 	8.001616	 	 	 	8.022653	 	 	 	8.043669	 	 	 	8.064649	 	 	 	8.085575	 	 	 	8.106482	 	 	 	8.127351	 	 	 	8.148168	 	 	 	8.168964	 	 	 	8.189723	 	 	 	8.210430	 
	44
	 	 	7.721961	 	 	 	7.743706	 	 	 	7.765401	 	 	 	7.787076	 	 	 	7.808716	 	 	 	7.830305	 	 	 	7.851876	 	 	 	7.873410	 	 	 	7.894894	 	 	 	7.916359	 	 	 	7.937789	 	 	 	7.959167	 
	43
	 	 	7.455810	 	 	 	7.478179	 	 	 	7.500499	 	 	 	7.522801	 	 	 	7.545070	 	 	 	7.567289	 	 	 	7.589490	 	 	 	7.611657	 	 	 	7.633775	 	 	 	7.655876	 	 	 	7.677943	 	 	 	7.699961	 
	42
	 	 	7.182458	 	 	 	7.205419	 	 	 	7.228332	 	 	 	7.251229	 	 	 	7.274094	 	 	 	7.296911	 	 	 	7.319712	 	 	 	7.342480	 	 	 	7.365201	 	 	 	7.387905	 	 	 	7.410578	 	 	 	7.433202	 
	41
	 	 	6.902306	 	 	 	6.925827	 	 	 	6.949299	 	 	 	6.972758	 	 	 	6.996186	 	 	 	7.019567	 	 	 	7.042934	 	 	 	7.066270	 	 	 	7.089559	 	 	 	7.112834	 	 	 	7.136078	 	 	 	7.159275	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40
	 	 	6.615731	 	 	 	6.639778	 	 	 	6.663780	 	 	 	6.687769	 	 	 	6.711729	 	 	 	6.735644	 	 	 	6.759545	 	 	 	6.783417	 	 	 	6.807244	 	 	 	6.831057	 	 	 	6.854842	 	 	 	6.878580	 
	39
	 	 	6.406318	 	 	 	6.423884	 	 	 	6.441430	 	 	 	6.458954	 	 	 	6.476457	 	 	 	6.493940	 	 	 	6.511402	 	 	 	6.528842	 	 	 	6.546262	 	 	 	6.563660	 	 	 	6.581038	 	 	 	6.598395	 
	38
	 	 	6.192189	 	 	 	6.210143	 	 	 	6.228077	 	 	 	6.245991	 	 	 	6.263885	 	 	 	6.281759	 	 	 	6.299613	 	 	 	6.317447	 	 	 	6.335262	 	 	 	6.353056	 	 	 	6.370830	 	 	 	6.388584	 
	37
	 	 	5.973604	 	 	 	5.991924	 	 	 	6.010225	 	 	 	6.028507	 	 	 	6.046771	 	 	 	6.065014	 	 	 	6.083239	 	 	 	6.101445	 	 	 	6.119632	 	 	 	6.137800	 	 	 	6.155949	 	 	 	6.174078	 
	36
	 	 	5.750819	 	 	 	5.769484	 	 	 	5.788131	 	 	 	5.806760	 	 	 	5.825371	 	 	 	5.843964	 	 	 	5.862538	 	 	 	5.881095	 	 	 	5.899633	 	 	 	5.918153	 	 	 	5.936655	 	 	 	5.955139	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35
	 	 	5.524063	 	 	 	5.543055	 	 	 	5.562029	 	 	 	5.580986	 	 	 	5.599925	 	 	 	5.618847	 	 	 	5.637752	 	 	 	5.656640	 	 	 	5.675510	 	 	 	5.694363	 	 	 	5.713199	 	 	 	5.732018	 
	34
	 	 	5.293632	 	 	 	5.312925	 	 	 	5.332202	 	 	 	5.351462	 	 	 	5.370706	 	 	 	5.389933	 	 	 	5.409144	 	 	 	5.428339	 	 	 	5.447516	 	 	 	5.466678	 	 	 	5.485823	 	 	 	5.504951	 
	33
	 	 	5.059737	 	 	 	5.079315	 	 	 	5.098877	 	 	 	5.118423	 	 	 	5.137954	 	 	 	5.157468	 	 	 	5.176967	 	 	 	5.196451	 	 	 	5.215918	 	 	 	5.235370	 	 	 	5.254806	 	 	 	5.274227	 
	32
	 	 	4.822588	 	 	 	4.842433	 	 	 	4.862263	 	 	 	4.882078	 	 	 	4.901878	 	 	 	4.921663	 	 	 	4.941432	 	 	 	4.961187	 	 	 	4.980927	 	 	 	5.000652	 	 	 	5.020362	 	 	 	5.040057	 
	31
	 	 	4.582386	 	 	 	4.602481	 	 	 	4.622562	 	 	 	4.642629	 	 	 	4.662682	 	 	 	4.682720	 	 	 	4.702744	 	 	 	4.722754	 	 	 	4.742749	 	 	 	4.762730	 	 	 	4.782697	 	 	 	4.802650	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30
	 	 	4.339319	 	 	 	4.359649	 	 	 	4.379966	 	 	 	4.400269	 	 	 	4.420559	 	 	 	4.440835	 	 	 	4.461097	 	 	 	4.481346	 	 	 	4.501581	 	 	 	4.521803	 	 	 	4.542011	 	 	 	4.562205	 
	29
	 	 	4.180672	 	 	 	4.193934	 	 	 	4.207205	 	 	 	4.220450	 	 	 	4.233686	 	 	 	4.246932	 	 	 	4.260151	 	 	 	4.273361	 	 	 	4.286581	 	 	 	4.299774	 	 	 	4.312958	 	 	 	4.326152	 
	28
	 	 	4.020101	 	 	 	4.033522	 	 	 	4.046951	 	 	 	4.060355	 	 	 	4.073751	 	 	 	4.087156	 	 	 	4.100535	 	 	 	4.113906	 	 	 	4.127286	 	 	 	4.140640	 	 	 	4.153986	 	 	 	4.167342	 
	27
	 	 	3.857728	 	 	 	3.871297	 	 	 	3.884875	 	 	 	3.898427	 	 	 	3.911972	 	 	 	3.925527	 	 	 	3.939056	 	 	 	3.952577	 	 	 	3.966108	 	 	 	3.979614	 	 	 	3.993112	 	 	 	4.006619	 
	26
	 	 	3.693657	 	 	 	3.707364	 	 	 	3.721082	 	 	 	3.734775	 	 	 	3.748461	 	 	 	3.762156	 	 	 	3.775827	 	 	 	3.789490	 	 	 	3.803163	 	 	 	3.816811	 	 	 	3.830452	 	 	 	3.844102	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25
	 	 	3.527997	 	 	 	3.541835	 	 	 	3.555684	 	 	 	3.569508	 	 	 	3.583325	 	 	 	3.597152	 	 	 	3.610955	 	 	 	3.624750	 	 	 	3.638556	 	 	 	3.652338	 	 	 	3.666112	 	 	 	3.679897	 
	24
	 	 	3.537740	 	 	 	3.536928	 	 	 	3.536116	 	 	 	3.535304	 	 	 	3.534492	 	 	 	3.533681	 	 	 	3.532869	 	 	 	3.532057	 	 	 	3.531245	 	 	 	3.530433	 	 	 	3.529621	 	 	 	3.528809	 
	23
	 	 	3.547015	 	 	 	3.546242	 	 	 	3.545469	 	 	 	3.544696	 	 	 	3.543923	 	 	 	3.543151	 	 	 	3.542378	 	 	 	3.541605	 	 	 	3.540832	 	 	 	3.540059	 	 	 	3.539286	 	 	 	3.538513	 
	22
	 	 	3.555848	 	 	 	3.555112	 	 	 	3.554376	 	 	 	3.553640	 	 	 	3.552904	 	 	 	3.552168	 	 	 	3.551432	 	 	 	3.550696	 	 	 	3.549959	 	 	 	3.549223	 	 	 	3.548487	 	 	 	3.547751	 
	21
	 	 	3.564255	 	 	 	3.563554	 	 	 	3.562854	 	 	 	3.562153	 	 	 	3.561452	 	 	 	3.560752	 	 	 	3.560051	 	 	 	3.559351	 	 	 	3.558650	 	 	 	3.557950	 	 	 	3.557249	 	 	 	3.556549	 






48









 




IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its name and behalf
this 31st
day of August, by its duly authorized officer, effective as of January 1, 2010 except
as specifically provided to the contrary above.




LIBERTY MUTUAL GROUP INC.




	 	 	 	 	 
	 	 
	By:  	/s/
Helen E. R. Sayles	 
	 	Senior Vice President and Manager, HR and Administration 	 
	 	 	 
	 


Witness:




	 	 	 	 	 
	 	 
	By:  	/s/
Mark E. Anderson	 
	 	Vice President and Manager, Compensation and Benefits 	 
	 	 	 
	 




49