**Exhibit 10.6**

 

STANDARD INSURANCE COMPANY 

 

 

 

 

SUPPLEMENTAL RETIREMENT PLAN 

 

FOR THE SENIOR OFFICER MANAGEMENT GROUP 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1990 Restatement 

 

 

1990 RESTATEMENT OF STANDARDINSURANCE COMPANY’S 

 

SUPPLEMENTAL RETIREMENT PLAN

FOR SENIOR OFFICER MANAGEMENT GROUP 

 

STATEMENT OF PURPOSE 

 

This Supplemental Retirement Plan for the Senior Officer Management Group covers members of the Senior Officer Management Group who participate in theStandard Insurance Company Deferred Compensation Plan for Senior Officer Management Group and who retire under the Standard Retirement Plan for Home Office Personnel. 

 

This Plan is separate from and in addition to both the Standard Insurance Company Deferred Compensation Plan for SeniorOfficer Management Group and the Standard Retirement Plan for Home Office Personnel. It is intended that this Plan be unfunded and maintained by Standard primarily for the purpose of providing deferred compensation for a select group of managementor highly compensated employees. 

 

The purpose of this Plan isto restore retirement benefit payments to those participants who will retire under the Standard Retirement Plan for Home Office Personnel and whose retirement benefits from the Standard Retirement Plan for Home Office Personnel are reduced either asa result of the deferral of a portion of the participant’s annual compensation under his Deferred Compensation Agreement or as a result of provisions of the Internal Revenue Code which impose certain limits on qualified plan accumulations,compensation taken into account or benefits provided for highly compensated employees. 

 

This Plan is being revised at this time to conform its provisions to the provisions of the Standard Retirement Plan for Home Office Personnel 1988 Restatement. This 1990 Restatement of this Plan shall determine theSupplemental Retirement Benefit of any Participant whose retirement, benefit is determined under the Standard Retirement Plan for Home Office Personnel 1988 Restatement. 

 

Page 1 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

Standard Insurance Company hereby restates the following Supplemental Retirement Plan for Senior OfficerManagement Group: 

 

ARTICLE I 

 

DEFINITIONS 

 

The following terms, when used herein, shall have the meanings indicated in this Article unless a different meaning isclearly required by the context: 

 

1.1 This section left blank.

 

1.2 “Adjusted Credited Compensation” means theamount that would have been a Participant’s “Credited Compensation” within the meaning of Section 2.6 of the Standard Retirement Plan if the Participant had not deferred at his own election a portion of his otherwise currentcompensation under the Deferred Compensation Plan. 

 

1.3“Anniversary Date” means January 1, 1980, and each January 1st thereafter. 

 

1.4 This section left blank. 

 

1.5 “Beneficiary” means any person who receives a benefit from the Standard Retirement Plan for Home Office Personnel as a result of a Participant’s death. 

 

1.6 “Board” means the Board of Directors of Standard Insurance Company. 

 

1.7 “Company” means Standard Insurance Company, a life insurancecompany organized and existing under the laws of the state of Oregon, or any successor thereto. 

 

1.8 “Credited Compensation” means the Participant’s Credited Compensation as defined in Section 2.6 of the Standard Retirement Plan forHome Office Personnel. 

 

1.9 “Deferred CompensationAgreement” means the individual agreements to defer compensation entered into between members of the Senior Officer Management Group and the Company pursuant to the Deferred Compensation Plan as defined in 1.10. 

 

1.10 “Deferred Compensation Plan” means the Standard InsuranceCompany Deferred Compensation Plan for Senior Officer Management Group as it presently exists and may, from time to time, be amended. 

 

Page 2 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

1.11 “Effective Date” means January 1, 1979. 

 

1.12 “Participant” means an employee of the Company who is a member of the Senior Officer Management Group, who has entered into a DeferredCompensation Agreement with the Company and who has become a Participant in accordance with Article II of the Plan. 

 

1.13 “Plan” means this Supplemental Retirement Plan for Senior Officer Management Group as it presently exists and may, from time to time, beamended. 

 

1.14 “Plan Year” means the twelve monthperiod beginning on January 1 and ending on December 31. 

 

1.15This section left blank. 

 

1.16 “Senior Officer ManagementGroup” shall mean those officers of the Company who are from time to time designated by the Board to participate in the Deferred Compensation Plan. Those persons shall constitute a select group of highly compensated individuals. 

 

1.17 “Standard Retirement Plan” means the Standard Retirement Planfor Home Office Personnel, as evidenced by the Plan documents and any amendments thereto. 

 

1.18 “Supplemental Retirement Benefit” means the amount payable to a Participant from this Plan as provided under Section 3.1. 

 

1.19 “Supplemental Death Benefit” means the amount payable to a Beneficiary of a Participant as provided underSection 4.1. 

 

ARTICLE II 

 

2.1 Initial Eligibility – Each member of the Senior Officer ManagementGroup who, prior to the Effective Date, entered into a Deferred Compensation Agreement shall become a Participant on the Effective Date. 

 

2.2 Subsequent Eligibility – Each other member of the Senior Officer Management Group shall become a Participant on the first Anniversary Date afterentering into a Deferred Compensation Agreement with the Company. 

 

Page 3 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

 

ARTICLE III 

 

SUPPLEMENTAL RETIREMENT BENEFITS 

 

3.1 Retirement Benefit - A Participant or his Beneficiary who receives aretirement benefit under the Standard Retirement Plan shall also receive a Supplemental Retirement Benefit under this Plan, payable in the same form and at the same time as such retirement benefit is payable under the Standard Retirement Plan. Theamount of the Supplemental Retirement Benefit shall be equal to (a) minus (b) where: 

 

(a) is the retirement benefit that would be computed and paid under the Standard Retirement Plan if: (i) the Participant’s AdjustedCredited Compensation were used in computing the retirement benefit instead of the Participant’s Credited Compensation, and (ii) no limitations were imposed under the Standard Retirement Plan with respect to the benefit payable thereunder orthe amount of compensation taken into account in computing such benefit by virtue of Section 40l (a) (17), Section 415 or other comparable provisions of the Internal Revenue Code, or Treasury Regulations thereunder, as the same now exist or may beamended, and 

 

(b) is the retirement benefitthe Participant actually receives from the Standard Retirement Plan. 

 

3.2 Cost of Living Adjustment - Supplemental Retirement Benefits payable to the Participant or his Beneficiary shall be adjusted to take into account any post-retirement increases in the cost of living at the same time and in the samemanner as any cost of living adjustments to the retirement benefits payable to the Participant or Beneficiary from the Standard Retirement Plan. 

 

ARTICLE V 

 

4.1 Death Benefit - If, as a result of a Participant’s death, a death benefit becomes payable under the Standard Retirement Plan to a Beneficiary,such Beneficiary shall receive a Supplemental Death Benefit under this Plan, payable in the same manner and time as such death benefit is payable under the Standard Retirement Plan. The amount of the Supplemental Death Benefit shall be equal to (a)minus (b) where: 

 

(a) is the death benefitthat would be computed and paid under the Standard Retirement Plan if: (i) the Participant’s Adjusted Credited Compensation were used in computing the death benefit instead of the Participant’s Credited Compensation, and (ii) nolimitations were imposed under the Standard Retirement Plan with respect to the benefit 

 

Page 4 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

payable thereunder, the contributions thereto or the amount of compensation taken into account in computing such benefit by virtue of Section 401 (a) (17),Section 415 or other comparable provisions of the Internal Revenue Code, or Treasury Regulations thereunder, as thesame now exist or may be amended, and 

 

(b) isthe death benefit the Beneficiary actually receives from the standard Retirement Plan. 

 

4.2 Cost of Living Adjustment – Supplemental death benefits payable to a Beneficiary shall be adjusted to take into account any post-retirement increases in the cost of living at the same time and in the samemanner as any cost of living adjustments to the death benefit payable to the Beneficiary from the Standard Retirement Plan. 

 

ARTICLE V 

 

MISCELLANEOUS 

 

5.1 Questions Determined by Board – In the event of any question or dispute as to retirement, the date of commencement of such retirement, the date of death of a Participant or his Beneficiary, the amount under paragraph 3.1(a) orparagraph 4.1(a) or any other provisions herein, the decision of a majority of the Board shall be binding on all interested parties. 

 

5.2 Non-alienation of Payments – No Participant, Participant’s spouse, Beneficiary, heir or distributee or any other person, shall have theright to commute, encumber, assign, transfer, pledge or otherwise anticipate or dispose of the right to receive payments hereunder. 

 

5.3 No Trust Created; Unsecured Creditors – Notwithstanding anything herein contained to the contrary, no action taken pursuant to the provisions ofthis Plan shall create or be construed to create a trust of any kind or fiduciary relationship between the Company and the Participants, their designated Beneficiaries or any other persons. Any deferred amounts shall continue for all purposes to bepart of the general assets of the Company, subject to the claims of the Company’s creditors, and the Company shall in no way be restricted with regard to the control, investment and use of such amounts. To the extent that any person acquiresthe right to receive payment from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 

 

Page 5 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

5.4 Nonguarantee of Employment – nothing contained herein shall be construed as conferring upon aParticipant the right to continue in the employ of the Company as an executive or in any other capacity. The Company may terminate the employment of any Participant at any time the Board determines such termination to be for the benefit of theCompany. 

 

5.5 Applicable Law; Invalidity of Provisions –To the extent not preempted by Federal Law, the validity of this Plan or any of its provisions shall be determined under and construed according to the laws of the State of Oregon. If any provision of this Plan shall be held illegal or invalid forany reason, such determination shall not affect the remaining provisions of this Plan and it shall be construed as if said illegal or invalid provisions had never been included. 

 

5.6 Section Headings – the headings of this Plan have been inserted for convenience of reference only and are to beignored in any construction of the provisions hereof. 

 

5.7Gender – The masculine pronoun whenever used includes the female pronoun. 

 

ARTICLE VI 

 

PLAN AMENDMENTS

 

6.1 Amendment – The Plan may be amended in whole or inpart from time to time by the Board, but no amendment shall deprive any Participant of any of the benefits which have accrued to him prior to the date of the amendment. 

 

6.2 Notice of Amendment – Notice of every such amendment shall be given in writing to each Participant or Beneficiaryof a deceased Participant. 

 

DATED: June 15,1990    . 

 
STANDARD INSURANCE COMPANYBy:  /s/ Benjamin R. Whiteley  President and Chief Executive Officer
 

Page 6 – 1990 RESTATEMENT OF SUPPLEMENTAL RETIREMENT PLAN 

RESOLVED, that Article 1, Section 1.7 of the Standard Insurance Company Supplemental Deferred Compensation Plan forSenior Officer Management Group be amended to read as follows, effective January 1, 1993: 

 

1.7 “Senior Officer Management Group shall mean the chairman of the board and chief executive officer; president and chief operating officer; senior vice president; senior vice president, Group Insurance; seniorvice president, Investments; vice president, Information Systems; vice president and chief financial officer; vice president & secretary; vice president, Individual Insurance Sales & Marketing; vice president, Individual Insurance Sales;vice president, Personal Producing General Agents; vice president, Group Insurance Sales; vice president, Group Marketing. These officers constitute a select group of highly compensated individuals.