ex10f.htm


    OLD
REPUBLIC INTERNATIONAL CORPORATION

    AMENDED
AND RESTATED

    EXECUTIVES EXCESS BENEFITS
PENSION PLAN

     

    ARTICLE
I

     

    PURPOSE AND EFFECTIVE
DATE

     

    
      1.1 The
purpose of this Executive Excess Benefits Pension Plan is to provide key
executives with retirement benefits commensurate with
their current compensation unaffected by limitations imposed by the Internal
Revenue Code on qualified retirement plans.

    

     

    1.2 This
Amended and Restated Plan is effective as of January 1, 2005.

     

     

    ARTICLE
II

     

    DEFINITIONS

     

    2.1 “Plan”
shall mean this Old Republic International Corporation Amended and Restated
Executives Excess Benefits Pension Plan.

     

    2.2 “Company”
shall mean Old Republic International Corporation, a corporation organized under
the laws of the State of Delaware.

     

    2.3
"Pension Plan" shall mean the Old Republic International Salaried Employees
Restated Retirement Plan amended from time to time.

     

    2.4 “Employer”
shall mean the Company and each other subsidiary of the Company which is a
“Participating Employer” under the Pension Plan.

     

    2.5 “Committee”
shall mean the Pension Committee of the Board of Directors of the
Company.

     

    2.6 “Employee”
shall mean any person who is employed by an Employer.

     

    2.7 “Eligible
Employee” shall mean any Employee selected by the Committee to participate in
this Plan pursuant to Article Four hereof.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

    

    2.8 “Limiting
Provision” shall mean a limitation imposed by Sections 401(a)(17) or 415 of the
Internal Revenue Code of 1986 or any other provision of the Internal Revenue
Code that limits the amount of benefits payable to an individual participant in
the Pension Plan.

     

    2.9 “Change
of Control” shall have the same meaning hereunder as it has under the Old
Republic International Corporation 2005 Key Employees Performance Recognition
Plan, as amended from time to time.

     

     

    ARTICLE
III

     

    ADMINISTRATION

     

    3.1 The Plan
shall be administered by the Pension Committee of the Board of Directors of the
Company (hereinafter the “Committee”) which shall be appointed by the Board of
Directors of the Company from its own members.  The membership of the
Committee may be reduced, changed, or increased from time to time in the
absolute discretion of the Board of Directors of the Company.

     

    3.2 The
Committee shall have the authority to interpret the Plan, to establish and
revise rules and regulations relating to the Plan, to designate Eligible
Employees and to make the determinations which it believes necessary or
advisable for the administration of the Plan.

     

     

    ARTICLE
IV

     

    ELIGIBILITY

     

    4.1 The
Committee shall select the Employee or Employees who shall participate in this
Plan.  The selection of Employees shall originate within the Committee
and, except as herein otherwise provided, all such selections shall be at the
sole discretion of the Committee.  The Committee shall select only
those Employees who are currently “Participants” in the Pension Plan (as defined
therein), for whom the benefits which would be payable under the Pension Plan
are limited by one or more Limiting Provisions, and who meet the following
additional criteria at the time of selection by the Committee:

     

    
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              (a)  

            	
              The
      Employee must have attained age fifty and have been a full time Employee
      of the Company, and/or a Participating Employer and/or a subsidiary of the
      Company for at least fifteen years of continuous service;
    and

            


    

     

    
      	
              (b)  

            	
              In
      the case of an Employee of a Participating Employer other than the
      Company, the Participating Employer or subsidiary must have been a wholly
      owned subsidiary of the Company for at least ten
  years.

            


    

     

    Following
action by the Committee, in the case of an Employee of a Participating Employer,
the Employee’s selection must then be ratified by a majority of the entire board
of directors of the Participating Employer or, if more than one Participating
Employer, the one constituting the Employee’s principal employer.  No
such ratification shall be required in the case of any selected Employee who is
principally or entirely an employee of the Company.

    


    4.2 Once an
Employee is designated as an Eligible Employee to participate in this Plan, he
shall remain an Eligible Employee, absent any separation from service which
occurs prior to attaining age fifty-five.  An Eligible Employee shall
cease to be eligible and shall forfeit all rights to a benefit payable hereunder
as a result of any termination of services as a full time Employee prior to
attaining age fifty-five, other than by reason of disability or
death.

     

    4.3 As a
condition to continued eligibility and the receipt of a benefit hereunder, an
Eligible Employee shall not for a period of three years after his termination of
employment with an Employer, either as an individual on his own account, as a
partner, joint venturer, employee, agent, salesman for any person, as an
officer, director or stockholder (other than a beneficial holder of not more
than one percent of the outstanding voting stock of a company having at least
five hundred holders of voting stock) of a corporation, or otherwise, directly
or indirectly:

     

    
      	
              (a)  

            	
              enter
      into or engage in any business competitive with that carried on by the
      Company or his Participating Employer or subsidiary of the Company within
      any area of the United States in which the Company or the Participating
      Employer or the subsidiary is then doing business;
  or

            


    

     

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              (b)  

            	
              solicit
      or attempt to solicit any of the Participating Employer’s, subsidiary, or
      the Company’s customers with whom the Employee has had contact as an
      Employee in the exercise of his duties and responsibilities with the
      intent or purpose to perform for such customer the same or similar
      services or to sell to such customer the same or similar products or
      policies which the Employee performed for or sold to such customer during
      the term of his employment.

            


    

     

    If the
Committee determines that an Eligible Employee has violated either of the
foregoing covenants, the Committee may, by written notice to such Employee,
cause his benefit to be immediately suspended for the duration of such
continuing violation or if payment of a benefit has not yet commenced, notify
the Employee that such continued conduct will cause a forfeiture of such
benefit.  If after the sending of such notice the Committee finds that
the Employee has violated either or both of the foregoing covenants for a period
of thirty days following such notice, the Committee may permanently cancel the
Employee’s benefit hereunder, and thereupon all rights of such Employee under
this Plan shall terminate.  The foregoing forfeiture provisions shall
be inoperative in the event a Change of Control occurs.

     

     

    ARTICLE
V

     

    BENEFITS

     

    5.1 The
benefit payable hereunder to an Eligible Employee shall be the difference
between (a) the normal, early, postponed, deferred vested or disability benefit
that would be payable under the Pension Plan in a single life annuity not taking
into consideration the limitations imposed by Limiting Provisions and (b) the
actual normal, early, postponed, deferred vested or disability benefit payable
to the Eligible Employee under the Pension Plan in a single life
annuity.  For the purposes hereof, the benefit calculations referred
to in items (a) and (b) above shall be made in accordance with the terms and
conditions of the Pension Plan in effect as of the date the Employee is to begin
receiving benefits.  Once made, the calculation of benefits payable
hereunder shall not be changed or affected in any manner by any subsequent
amendment or termination of the Pension Plan, even if retroactive in
effect.

     

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    5.2 Subject
to subsections (a) and (b) below, an Eligible Employee shall begin to receive
his benefit under this Plan when he begins to receive his benefit under the
Pension Plan, except that benefits hereunder shall in all cases be paid on the
first regular business day of the calendar year quarters beginning in January,
April, July and October, respectively.  If the Eligible Employee has
selected an optional form of benefit under the Pension Plan, the benefit payable
under this Plan shall be calculated by using the same actuarial methods and
factors that are applied to calculate his optional benefit under the Pension
Plan.

     

    
      	
              (a)  

            	
              If
      a payment under this Plan to an Eligible Employee is on account of the
      Eligible Employee’s separation from service with the Company and the
      Eligible Employee is a “specified employee” within the meaning of Section
      409A of the Internal Revenue Code of 1986, then the payment shall be
      delayed under the expiration of six (6) months following the separation
      from service (or, if earlier, the date of the Eligible Employee’s
      death).

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything herein to the contrary, if the Internal Revenue Service or a
      court of competent jurisdiction determines that any Plan benefits are
      includable in the gross income of an Eligible Employee under Section 409A
      of the Internal Revenue Code prior to actual receipt of the benefits, the
      Company shall immediately distribute the benefits found to be so
      includable to the Eligible
Employee.

            


    

     

    5.3 The
benefit payable to an Eligible Employee under this Plan shall be paid in the
same form as the benefit payable from the Pension Plan.  If the
Eligible Employee has selected an optional form of benefit under the Pension
Plan, the benefit payable under this Plan shall be calculated by using the same
actuarial methods and factors that are applied to calculate his optional benefit
under the Pension Plan.

     

    5.4 If an
Eligible Employee dies before beginning to receive a benefit hereunder and the
Eligible Employee is survived by a spouse entitled to receive a spouse’s annuity
under the Pension Plan, the spouse shall be paid a survivor’s benefit under this
Plan equal to 50% of the difference between (a) the Eligible Employee’s accrued
benefit under the Pension Plan if the Limiting Provisions were not taken into
account

     

    
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       and
(b) the accrued benefit under the Pension Plan which was used in calculating the
spouse’s benefit under Paragraph 6.02 of the Pension Plan.  The
survivor’s benefit shall be payable at the same time and in the same manner as
the spouse’s benefit under the Pension Plan, except that such benefit payments
shall continue for at least twenty quarters.  If the surviving spouse
dies before a total of twenty quarterly benefit payments have been made, the
remainder of the twenty payments under the survivor’s benefit shall be made to
the Eligible Employee’s designated beneficiary, if any, otherwise to his
estate.  Such remainder shall be calculated in the same manner as
provided above for a survivor’s benefit.  If there is no surviving
eligible spouse at the date of the Employee’s death, a survivor’s benefit shall
nevertheless be calculated as if there was a surviving eligible spouse and shall
be payable in twenty quarterly payments to the Employee’s designated
beneficiary, if any, otherwise to the estate.

    

     

    5.5 If an
Eligible Employee dies after his benefit hereunder has commenced, the payment of
the survivor’s benefit will be governed by the form of benefit which the
Eligible Employee was receiving at the time of his death, except that if the
form of benefit elected under the Pension Plan and the date of the Eligible
Employee’s death would result in the Employee and his surviving eligible spouse,
if any, receiving less than twenty total quarterly benefit payments hereunder,
benefit payments hereunder shall continue until a total of twenty quarterly
payments have been made.  If there is no surviving eligible spouse
upon the Employee’s death, then the balance of the twenty total quarterly
benefit payments shall be paid to the Employee’s designated beneficiary, if any,
otherwise to his estate.

     

     

    ARTICLE
VI

     

    IRREVOCABLE
TRUST

     

    The
Company shall establish an irrevocable grantor trust substantially in the form
attached hereto and marked as Appendix A in order to provide itself with a
source of funds to assist it in meeting its liabilities
hereunder.  Notwithstanding such trust, this Plan shall remain an
unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated Employees.  Upon
establishing such trust, the Company shall deposit in it funds in an amount
equal to the Company’s current accrued

     

    
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      deferred
compensation liabilities under the Plan.  Such funds shall be in the
form of cash or securities.  Any securities shall be valued for such
purpose at their current market value and shall not include any securities
issued by the Company or any Participating Employer.  Each year
thereafter, the Company shall separately calculate or cause to be calculated the
current accrued deferred compensation liabilities with respect to each Eligible
Employee participating in the Plan.  The difference between such
liabilities and the value of the assets on deposit in the Trust with respect to
each Eligible Employee, taking into account any benefit payments anticipated
during the year, as well as an assumed rate of return or interest on the
investment of such sums, shall be the indicated additional funding
required.  The Company shall provide the Employer of each Eligible
Employee with a copy of such calculation, and the Employer shall be responsible
for the indicated additional funding.   In the event the
currently available funds exceed accrued liabilities, taking into account the
anticipated payouts and investment earnings, such excess shall be carried
forward as a credit with respect to the succeeding year’s
calculation.  As benefits become due, the Company shall instruct the
trustee and the trustee shall make payments directly to each Eligible Employee
or other intended recipient thereof.  Any balance remaining upon
termination of this Plan shall be returned by the trustee to the
Company.  Notwithstanding anything herein to the contrary, no assets
shall be required to be transferred to the trust pursuant to this Article Six if
the transfer would cause the assets to be treated as property transferred in
connection with the performance of services pursuant to Section 409A(b)(3) of
the Internal Revenue Code of 1986.

    

     

     

    ARTICLE
VII

     

    AMENDMENT AND
TERMINATION

     

    7.1 The
Company shall have the power at any time and from time to time, to amend this
Plan by resolution of its Board of Directors provided, however, that no
amendment shall be adopted the effect of which would be to deprive any Eligible
Employee of the benefit that is accrued under this Plan.  The accrued
benefit under this Plan is a benefit equal to the difference between (a) the
accrued benefit under the Pension Plan if the Limiting Provisions were not taken
into account and (b) the accrued benefit under the Pension Plan.

     

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    7.2 The
Company reserves the right to terminate this Plan by resolution of its Board of
Directors.  Upon termination of this Plan Eligible Employees shall be
fully vested in their accrued benefits.  The accrued benefit of an
Eligible Employee shall be payable at the same time and in the same manner as
his accrued benefit under the Pension Plan.

     

     

    ARTICLE
VIII

     

    MISCELLANEOUS

     

    8.1 This Plan
shall be an unfunded deferred compensation plan.  The Company and each
Participating Employer shall set up reserves on their books of account
evidencing the liability under this Plan.

     

    8.2 Nothing
in the Plan shall be construed to:

     

    
      	
              (a)  

            	
              give
      any Employee any right to participate in the Plan except in accordance
      with the provisions of the Plan;

            


    

     

    
      	
              (b)  

            	
              limit
      in any way the right of an Employer to terminate an Employee’s employment;
      or

            


    

     

    
      	
              (c)  

            	
              be
      evidence of any agreement, understanding or commitment, express or
      implied, that an Employer will continue to employ an Eligible Employee or
      will employ an Eligible Employee in any particular position or at any
      particular rate of remuneration.

            


    

     

    8.3 No
benefits under this Plan shall be pledged, assigned, transferred, sold, or in
any manner whatsoever anticipated, charged, or encumbered by an Eligible
Employee, former Eligible Employee, or their beneficiaries, or in any manner be
liable for the debts, contracts, obligations or engagements of any person having
a possible interest in the Plan, voluntary or involuntary, or for any claims,
legal or equitable, against any such person, including claims for alimony or the
support of any spouse.

     

    8.4 This Plan
shall be construed in accordance with the laws of the State of Illinois in every
respect, including without limitation, validity, interpretation and
performance.

     

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    8.5 Article
headings herein are included for convenience of reference only, and this Plan is
to be construed without any reference thereto.  Should there be any
conflict between such headings and the text hereof, the text shall
control.

     

    8.6 Wherever
appropriate, words used in this Plan in the singular include the plural, and the
masculine include the feminine.

     

     

    IN
WITNESS HEREOF, the Company has caused this Amended and Restated Plan to be
signed by its duly qualified officers and caused its corporate seal to be
hereunto affixed on this  18th     
day of April,
2007.

    


    


                OLD REPUBLIC
INTERNATIONAL CORPORATION

    


    


    


                By: /s/ A. C.
Zucaro                                                          


                      Chairman of the Board
and CEO

    


    Attest:

    


    /s/   Spencer
LeRoy                     


    Secretary

    


     

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