exv10w201






Exhibit 10.201




Liberty Mutual Group Inc.

Executive Partnership Deferred Compensation Plan




(as Amended and Restated, effective January 1,2010)



Section 1. Purpose




The purpose of the Liberty Mutual Group Inc. Executive Partnership Deferred Compensation Plan is to
provide an incentive to participating executives to work together in partnership to improve the
Company’s overall long term performance. To accomplish this goal, the Plan provides deferred
compensation to certain key employees of Liberty Mutual Group Inc. and its Subsidiaries in the form
of a right to receive cash payments at designated times based on the future value of Restricted
Units as further described below.




Section 2. Definitions




For purposes of the Plan, the following terms shall be defined as set forth below:




     2.1 “Administrator” means the Company.



     2.2 “Appreciation Unit” means an “Appreciation Unit” under the terms of the EPP.



     2.3 “Alternative Investment Account” means the notional account established for Participants
under Section 9.



     2.4 “Beneficiary” means the Beneficiary selected by the Participant to receive death benefits
under the Plan. In the event a Participant dies without designating a Beneficiary, or in the event
no designated Beneficiary survives the Participant, the Beneficiary shall be the Participant’s
estate.



     2.5 “Board” means the Board of Directors of the Liberty Mutual Holding Company Inc.



     2.6 “Committee” means the Compensation Committee of the Board of Directors of Liberty Mutual
Holding Company Inc. If at any time no Committee shall be in office, then the functions of the
Committee specified in the Plan shall be exercised by the Board.



     2.7 “Company” means Liberty Mutual Group Inc.



     2.8 “Deferral/Reallocation Window Period” means the period from April 1 through June 30 of
each calendar year.



     2.9 “Disability” or “Disabled” means a medically determinable physical or mental condition of
an apparently permanent nature which prevents a Participant from performing the principal duties of his or her regular occupation with the Company or a
Subsidiary and for which the Participant is receiving income replacement benefits for a period of
not less than three months under a disability plan covering the employees of the Participant’s
employer.



 









 





     2.10 “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 9.2.



     2.11 “EPP” means the Liberty Mutual Insurance Company Executive Partnership Plan established
effective January 1, 1993, as may be amended from time to time.



     2.12 “Grant Date” means April 1 of each calendar year, and any other date on which the
Committee awards Restricted Units.



     2.13 “Participant” means an employee or former employee who has been awarded Restricted Units
under the Plan.



     2.14 “Plan” means the Liberty Mutual Group Inc. Executive Partnership Deferred Compensation
Plan, as amended from time to time.



     2.15 “Restricted Unit” means a right to receive a cash payment under the terms of the Plan
subject to the terms and conditions of the Plan.



     2.16 “Restricted Unit Account” means the account described in Section 6 of the Plan.



     2.17 “Retirement” means that a Participant has terminated employment from the Company and all
Subsidiaries on or following the date the Participant has both attained age 55 and completed five
(5) years of continuous service with the Company and/or a Subsidiary since the Participant’s most
recent date of hire. For avoidance of doubt, termination of a Participant’s employment for cause
shall in no event be considered to be Retirement under the Plan.



     2.18 “Separation from Service” means cessation of service with the Company within the meaning
of Section 409A of the Code.



     2.19 “Subsidiary” means the parent, subsidiaries and affiliates of the Company.



     2.20 “Unit” means a fixed percentage equal to 1/100,000,000 of the overall value of Liberty
Mutual Holding Company Inc. as a going concern. Units are intended to qualify as “mutual company
units” under Treasury Regulation Section 1.409A-1(a)(5)(iii)(C).



     2.21 “Valuation Date” means April 1 of each calendar year.



     2.22 “Value” means, on a given date, the value of a Unit determined in accordance with Section
10 as of the immediately preceding Valuation Date; provided, however, that if the given date is
April 1, the value of an Restricted Unit shall be determined as of the then current April 1
Valuation Date.



Section 3. Administration




The Plan shall be administered by the Company. The Company shall have authority, in its sole
discretion, to construe the terms of the Plan, to adopt and revise rules and regulations relating
to




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the Plan, to determine the conditions subject to which any awards may be made or payable, and to
make any other determinations which it believes necessary or advisable for the administration of
the Plan. Determinations of the Company shall be final and binding on all parties with respect to
all matters relating to the Plan.




Section 4. Eligibility




An employee at or above the level of Executive C and other key employees of the Company or any
Subsidiary (as determined by the Committee) are eligible to receive a grant of Restricted Units;
provided, however, that no employee employed by Liberty Mutual Agency Corporation and its direct
subsidiaries, shall be eligible to receive a grant of Restricted Units after May 1, 2010.
Participants under the Plan shall be selected from time to time by the Committee in its sole
discretion from among those employees eligible, and the Committee shall determine, in its sole
discretion, the number of Restricted Units covered by each grant and the time or times when
Restricted Units will be granted. The authority granted to the Committee by the immediately
preceding sentence will be exercised based upon recommendations received from the Chief Executive
Officer of the Company.




Section 5. Restrictions on the Grant of Restricted Units




     5.1 Authority. Restricted Units granted under the Plan shall be subject to such terms and
conditions set forth in the Plan, as the Committee, in its sole discretion, shall determine.



     5.2 Restrictions on the Grant of Restricted Units. The maximum aggregate number of Restricted
Units that may be outstanding at any time under the Plan, when added to Appreciation Units granted
under the EPP and Restricted Units that are subject to the terms of the EPP as in effect on
December 31, 2004 and grandfathered from Section 409A of the Code as of such date, shall not exceed
12,000,000 (twelve million). The maximum aggregate number of Restricted Units that may be awarded
under the Plan in any calendar year, when added to Appreciation Units under the EPP for such
calendar year, shall not exceed 2,000,000 (two million).



Section 6. Restricted Unit Account




Restricted Units granted to a Participant shall be credited to a Restricted Unit Account
established and maintained for such Participant. A Participant’s Restricted Unit Account shall be
reduced to reflect (a) Restricted Units that are transferred to the Alternative Investment Account
and (b) Restricted Units that are converted into cash and paid to the Participant. A Participant’s
Restricted Unit Account is solely for accounting purposes and shall not require a segregation of
any Company assets.




Section 7. Vesting




     7.1 General. Subject to the forfeiture provisions of Section 11, Restricted Units granted to a
Participant shall vest on each Vesting Date according to the following schedule, provided that such
Participant remains employed by the Company or a Subsidiary on such Vesting Date:



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	Anniversary of a Grant	 	Cumulative Percentage of Vested
	Date (each, a “Vesting Date”)	 	Restricted Units
	First

	 	25% of Restricted Units granted
	Second

	 	50% of Restricted Units granted
	Third

	 	75% of Restricted Units granted
	Fourth

	 	100% of Restricted Units granted






     7.2 Vesting Upon Death. Notwithstanding the provisions of Sections 7.1, all Restricted Units
granted to a Participant shall become fully vested upon the Participant’s death either while
employed by the Company or a Subsidiary, or after Retirement.



     7.3 Vesting Upon Disability. In the event a Participant becomes Disabled, the Committee may,
in its sole discretion and upon the recommendation of the Chief Executive Officer of the Company,
accelerate the vesting of any or all unvested Restricted Units.



     7.4 Special Rule for Off-Cycle Grants. In the event Restricted Units are awarded on a date
other than an April 1 Grant Date, then, solely for purposes of determining the vesting of such
Units under this Section 7, the Grant Date for such Units shall be deemed to be the immediately
preceding April 1.



Section 8. Time and Form of Cash Payments for Restricted Units




     8.1 General. Subject to the terms and conditions set forth in this Section 8, Section 11,
Section 15 and Section 16 below, a Participant may elect the time and form of payment of the cash
payment relating to a Restricted Unit. An election under this Section 8.1 must be made during the
Deferral/Reallocation Window Period in the calendar year immediately preceding the Restricted
Unit’s Grant Date; provided, however, in the event such Restricted Unit is the Participant’s
initial grant of Restricted Units under the Plan, the immediately preceding election provision
shall not apply, but rather the Participant shall automatically be paid a lump sum cash payment on
the fifth anniversary following the Grant Date of such Restricted Unit equal to its Value at that
time. Any election under this Section 8 must be made in the manner as may be prescribed from time
to time by the Company consistent with the requirements of Section 409A of the Code. A
Participant’s failure to make a timely election with respect to a Restricted Unit will be treated
as an election to receive a lump sum payment on the fifth anniversary following the Grant Date of
such Restricted Unit equal to its Value at that time. Notwithstanding anything to the contrary in
this Section 8, no payment shall be made with respect to a Restricted Unit unless it has first
vested under Section 7 above.


          (a) Fixed Date Election. A Participant may elect to receive a lump sum cash payment with
respect to a Restricted Unit based on a fixed date that is at least five (5) years after the Grant
Date. Subject to Section 8.2 below, a lump sum payment under this Section 8.1(a) shall be made as
soon as administratively practicable after the last day
of the Deferral/Reallocation Window Period that occurs immediately after the fixed date
elected by the Participant, and the amount of the payment shall be equal to the Restricted Unit’s
Value as of the immediately preceding Valuation Date. Notwithstanding the foregoing, if a
Participant’s



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Retirement occurs prior to the date elected under this Section 8.1(a) with respect to a Restricted
Unit, payment with respect to such Restricted Unit shall instead be made under Section 8.1(b). An
installment form of payment may not be elected under this Section 8.1(a).



          (b) Retirement Election. A Participant may elect to commence payment with respect to a
Restricted Unit on account of Retirement. An election under this Section 8.1(b) may specify either
a single lump sum payment or annual installment payments (not to exceed fifteen (15) years) as the
form of payment. Subject to Section 8.3 below, payment shall commence as soon as administratively
practicable after the last day of the Deferral/Reallocation Window Period occurring immediately
following the Participant’s Retirement. If a single lump sum payment was elected, the amount to be
paid shall equal the Value as of the immediately preceding Valuation Date. If installment payments
were elected, the amount to be paid in each installment shall be based on the Restricted Unit’s
Value as of the Valuation Date immediately preceding the then currently scheduled installment
payment. Notwithstanding the foregoing, if more than five annual installments have been elected
under this Section 8.1(b), the Value of a Restricted Unit that has not been cashed out as of the
last day of the fifth (5th) Deferral/Reallocation Window Period immediately following the year of
Participant’s Retirement shall be transferred to the Alternative Investment Account and
distributions shall continue to be made out of that account for the balance of the installment
period under Section 9 below.



     8.2 Change to Deferral Elections. A Participant may elect to change the deferral period, the
payment form election or both made with respect to a Restricted Unit previously granted under
Section 8.1 in a manner prescribed by Administrator from time to time, subject to the following
rules:


          (a) any change shall not take effect until twelve (12) months after the date on which the
election is received by the Administrator;


          (b) except for payments made on account of the Participant’s death, the payments 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);


          (c) 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 first amount was scheduled to be paid); and


          (d) any change as to the form of payment shall not result in the acceleration of payments
hereunder unless otherwise allowed for under IRS regulations, revenue rulings, notices or other
guidance.



     8.3 Special Rules for Retirement Prior to Scheduled Vesting Date. If a Participant has a
Separation from Service due to Retirement (hereinafter referred to as a “Retiree” in this Section
8.3) prior to a scheduled Vesting Date under Section 7, the following additional provisions shall
apply:



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          (a) A Restricted Unit that is unvested as of the Retiree’s date of Retirement shall be
eligible to thereafter become vested on its originally scheduled Vesting Date under Section 7.1
above as if such Participant had remained employed with the Company and its Subsidiaries provided
that (i) the Retiree executes, prior to Separation from Service due to Retirement, an agreement not
to compete with the Company or its Subsidiaries that extends until the fourth anniversary of the
Restricted Unit’s Grant Date, and (ii) the Retiree is in compliance with such agreement not to
compete as of such Vesting Date.


          (b) A Restricted Unit that vests under this Section 8.3(a) shall be converted into the right
to receive a cash payment and paid in accordance with the form of payment elected by the
Participant in Section 8.1(b) (or, in the event that there is no form of payment election, in a
single lump sum).



               (i) If a single lump sum payment was elected, the Retiree shall receive a single lump cash
payment as soon as administratively practicable following the last day of the Deferral/Reallocation
Window Period immediately following such Vesting Date, and the amount to be paid shall be equal to
the Unit’s Value as of the Valuation Date immediately preceding payment.



               (ii) If installment payments were elected, the Retiree shall commence receiving payments
relating to such vested Restricted Unit commencing as soon as administratively practicable
following the last day of the Deferral/Reallocation Window Period that immediately follows the
applicable Vesting Date on a pro-rata basis over the remaining installment payment schedule that
began on the Retiree’s Retirement.


          (c) A Retiree who fails to execute an agreement not to compete with the Company and its
Subsidiaries as described above in a form acceptable to the Company shall immediately forfeit all
the outstanding and unvested Restricted Units upon Separation from Service. A Retiree who fails to
comply with an executed agreement not to compete shall immediately forfeit any then outstanding and
unvested Restricted Units. For avoidance of doubt, neither signing or refusing to sign a
non-compete agreement shall in any event affect the time or form of payment elected by the
Participant.



     8.4 Death. If a Participant dies while vested Restricted Units remain outstanding in the
Participant’s Restricted Unit Account, including Restricted Units which vest by reason of the
Participant’s death under Section 7.3, a single lump sum cash payment shall be made to the
Participant’s Beneficiary as soon as administratively practicable after the last day of the
Deferral/Reallocation Window Period that occurs immediately after Participant’s death, and the
amount of the payment shall be equal to the Restricted Unit’s Value as of the immediately preceding
Valuation Date. A Participant may change the Beneficiary at any time by providing notice of such
change to the Administrator on a form acceptable to the Administrator. For avoidance of doubt, a
change to the Beneficiary shall not result in a change to the time or form of payment.



     8.5 Separation from Service for Reasons other than Death or Retirement. If a Participant
Separates from Service due to reasons other than Retirement or death, then a single lump sum
payment shall be paid as administratively practicable after the last day of the




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Deferral/Reallocation Window Period occurring immediately following the Participant’s
Separation from Service, and the amount of the payment shall be equal to the Restricted Unit’s
Value as of the immediately preceding Valuation Date.




     8.6 Payment as Soon as Administrative Practicable. Use of the phrase “as soon as
administratively practicable” requires that payment be made not later than the end of the calendar
year in which a payment event occurs under this Section 8 unless further delay is permitted under
final regulations or other guidance issued under Section 409A of the Code.


Section 9. Alternative Investment Account




     9.1 General. The Administrator shall establish and maintain a hypothetical Alternative
Investment Account for each Participant. Subaccounts shall be maintained as deemed necessary by the
Administrator. A Participant may annually elect during the applicable Deferral/Reallocation Window
Period to allocate to an Alternative Investment Account all or part of the value of the
Participant’s vested Restricted Units. In addition, during the 5th
Deferral/Reallocation Window Period following the year of the Participant’s Retirement, the value
of any Restricted Units remaining in the Participant’s Restricted Unit Account shall automatically
be allocated to the Participant’s Alternative Investment Account effective as of the Transfer Date
and shall be allocated to the Earnings Measures selected by the Participant. All allocations shall
be deemed to occur as of the last day of the Deferral/Reallocation Window Period. Alternative
Investment Accounts and subaccounts are maintained strictly for accounting purposes and do not
represent separate funding of the benefits under the Plan. Any reference to “allocations to”,
“payments to” or “payments from” such accounts, or similar phrases, are for convenience only and do
not reflect any separate funding of the benefits under the Plan.



     9.2 Earnings.



          (a) Subject to Section 9.2(b) below, the Administrator shall credit the balance in the
Participant’s Alternative Investment Account as of the last day of each calendar month 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 so long as there is a balance in
such 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 available to all
Participants, or to certain classes of Participants, in addition to or in lieu of the earnings
formula described in Section 9.2(a). In such event, each Participant shall specify, in such manner
as prescribed by the Administrator, the allocation of his or her Alternative Investment Account
among the Earnings Measures available under the Plan. The Administrator may, in its discretion,
permit separate allocations with respect to current balances and future contributions. A
Participant’s selection of an Earnings Measure will have no bearing on the actual investment or
segregation of the Company’s assets, but will be used as the basis for making adjustments to such
Participant’s Alternative Investment Account at such time or times











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as determined by the Administrator. A Participant can change the allocation of his or her
Alternative Investment 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 Measure available under the Plan 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 Alternative Investment
Accounts as it deems necessary or desirable in its sole and absolute discretion.




     9.3 Distribution of Alternative Investment Account. Distribution of a Participant’s
Alternative Investment Account that is attributable to a Restricted Unit shall be made at the same
time and in the same form as cash payments with respect to such Restricted Unit under Section 8.
The amount to be distributed with respect to a Participant’s Alternative Investment Account on a
payment date under Section 8 shall be based on the amount credited to it as of the last day of the
month immediately preceding the payment date. Any change to the deferral elections for a Restricted
Unit shall also apply to the time and/or form of payment of the Participant’s Alternative
Investment Account and such changes shall be subject to the same restrictions as apply to changes
in the time and/or form of payment a Restricted Unit under Section 8.2.


Section 10. Valuation of Units




     For all purposes of the Plan, the Value of a Unit on a Valuation Date will be an amount
determined under a formula established by the Committee that considers both Liberty Mutual’s
pre-tax income and surplus over the preceding two years. Notwithstanding the above, the Committee
may, in its sole discretion and upon the recommendation of the Chief Executive Officer of the
Company, amend the valuation formula at any time.


Section 11. Forfeiture




     11.1 Forfeiture in Connection with Separation from Service. Restricted Units that have
not yet vested shall be forfeited if: (i) the Participant has a Separation from Service for any
reason other than death or Retirement, or (ii) a Participant fails upon a Separation from Service
due to Retirement to execute, at such time and in such manner as prescribed by the Committee, an
agreement not to compete with the Company and its Subsidiaries or thereafter breaches any such
agreement not to compete after Separation from Service.



     11.2 Loss of Eligibility to Participate during Employment. Notwithstanding any
provision of the Plan to the contrary, the Restricted Units of a Participant who has not had a
Separation from Service may be forfeited if the Participant no longer meets the eligibility
requirements of Section 4 of the Plan for any reason. The Committee shall have the sole discretion
to determine (a) when a Participant no longer meets the eligibility requirements of Section 4, (b)
whether or not such unvested Restricted Units shall be forfeited, and (c) the number and type of
such Units which shall be forfeited.



     11.3 Effect of Forfeitures on Limit for Restricted Units. If any Restricted Units
awarded under the Plan are forfeited, the Units subject to such Restricted Units may again be
awarded under the Plan.



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Section 12. Miscellaneous




     12.1 No Right to Award. No employee or other person shall have any claim or right to
be granted Restricted Units under the Plan.



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



     12.3 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.
Benefits payable under the Plan shall not be subject to domestic relations orders, including
Qualified Domestic Relations Orders.



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



     12.5 Applicable 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.



     12.6 Tax Withholdings. The Company shall have the right to deduct any required
withholding taxes from any payment made under the Plan. The Company shall not be obligated to pay,
or reimburse the Participant or Beneficiary for, any income or other taxes or penalties that may be
imposed on the Participant or Beneficiary as a result of this Plan by the Internal Revenue Service
or any state or other taxing authority.



     12.7 Funding: Rights of Participants and Other Persons. The Plan shall at all times be
entirely unfunded and no provision shall at any time be made with respect to segregating assets of
the Company for payment of any benefits hereunder. No Participant or other person shall have any
interest in any particular assets of the Company by reason of the right to receive a benefit under
the Plan and any such Participant or other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan.


Section 13. Amendment of the Plan. The Company, by action of the Committee, may alter or
amend the Plan from time to time in its discretion.



Section 14. Termination Date of Plan. The Company may terminate the Plan at any time by
action of the Committee. Unless sooner terminated by the Committee, the Plan shall terminated on
April 1, 2013. As of the effective date of any such termination:




          (a) No further Restricted Units shall be credited to Restricted Unit Accounts hereunder;







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          (b) Amounts then credited to a Participant’s Alternative Investment Fund Account shall
continue to be credited with investment experience from the Alternative Investment Fund in
accordance with Section 9; and




          (c) Distribution shall be made in accordance a Participant’s elections and the provisions of
Section 8 of the Plan (with respect to a Participant’s outstanding vested Restricted Units) and
Section 9 (with respect to amounts allocated to a Participant’s Alternative Investment Account).



Section 15. Section 409A. The Plan is intended to comply and shall be interpreted and
construed in a manner consistent with the provisions of Section 409A of the Code, including any
rule or regulation promulgated thereunder. If any provision of the Plan would cause an amount
deferred hereunder to be subject to tax under the Code prior to the time such amount is paid to a
Participant, such provision shall, without the necessity of further action by the Board or the
Committee, be deemed null and void. For avoidance of doubt, the election and time and form of
payment rules set forth in the Plan apply separately to each Restricted Unit.



Section 16. Delayed Payment for Specified Employees. The provisions of this Section 16
shall only apply to Participants if a member of the Company’s controlled group (as defined under
Section 414(b) of the Code) becomes publicly traded on an established securities market or
otherwise. 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 the Plan that is to be paid or provided as a result of a
Separation from Service (including Retirement), 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 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. The amounts
payable to a specified employee that are delayed due to the restriction in Section 9.2 above shall
be adjusted for earnings until the Valuation Date immediately preceding the date that such amounts
are paid hereunder. Notwithstanding the immediately preceding sentence, no adjustment shall be
required if there is no new Valuation Date before the required time for payment under this Section
16.



Section 17. Claims Procedures




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



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



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          (a) the specific reasons for such denial;




          (b) a specific reference to the provisions of this Plan on which the denial is based;




          (c) a description of any additional information or material necessary for the claimant to
perfect a claim and a description of why it is needed; and




          (d) an explanation of the Plan’s claim review procedure and other appropriate information as
to the steps to be taken if the Participant or Beneficiary wishes to have the claim reviewed.



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



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



If a Participant or Beneficiary is determined by the Company 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 Company by filing a petition for review with the Company within 60 days after receipt of the
notice issued by the Company. 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 the Company of such petition, the Company shall afford the Participant or Beneficiary an
opportunity to present his or her position to the Company orally or in writing. The Company shall
notify the Participant or Beneficiary of this 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 this Plan 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.



Section 18. Effective Date. This amendment and restatement of the Plan is effective as of
January 1, 2010 and shall apply to any person currently employed by the Company or its
Subsidiaries. The Plan as in effect immediately prior to this amendment and restatement shall apply
to Participants who Separated from Service prior to January 1, 2010.




[Signature Page to Follow]







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     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 	 	 
	 	 	 	 





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