ex10j.htm


    

      RMIC CORPORATION/REPUBLIC
MORTGAGE INSURANCE COMPANY

      AMENDED AND
RESTATED

      EXECUTIVES EXCESS BENEFITS
PENSION PLAN

       

       

      ARTICLE
ONE

       

      PURPOSE AND EFFECTIVE
DATE

       

      1.1 The
purpose of this Executives Excess Benefits Pension Plan is to provide key
executives with retirement benefits equivalent to those which they would receive
if they were participants in the Old Republic International Employees Retirement
Plan, as amended, 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
TWO

       

      DEFINITIONS

       

      2.1 “Plan”
shall mean this RMIC Corporation/Republic Mortgage Insurance Company Amended and
Restated Executives Excess Benefits Pension Plan.

       

      2.2 “Company”
shall mean jointly RMIC Corporation and Republic Mortgage Insurance Company,
corporations organized under the laws of the State of North
Carolina.

       

      2.3 “RMIC
Profit Sharing Plan” shall mean the Republic Mortgage Insurance Company Profit
Sharing Plan as amended from time to time.

       

      2.4 “ORIC
Pension Plan” shall mean the Old Republic International Employees Retirement
Plan as amended and restated from time to time.

       

      2.5 “Employer”
shall mean the Company and each other subsidiary or affiliate of the Company
which is a “Participating Employer” under the RMIC Profit Sharing
Plan.

       

      2.6 “Committee”
shall mean the Executive Committees of the respective Boards of Directors of the
Company acting jointly.

       

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

       

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

       

      2.9 “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 ORIC Pension Plan.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

         

      

      2.10 “Change
of Control” shall have the same meaning hereunder as it has under the RMIC
Corporation/Republic Mortgage Insurance Company 2005 Key Employees Performance
Recognition Plan, as amended from time to time.

       

       

      ARTICLE
THREE

       

      ADMINISTRATION

       

      3.1 The Plan
shall be administered by the Committee which shall be appointed by the Boards of
Directors of the Company from their own members.  The membership of
the Committee may be reduced, changed, or increased from time to time in the
absolute discretion of the Boards 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
FOUR

       

      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 RMIC Profit Sharing Plan
(as defined therein), for whom the benefits which would be payable thereunder
are limited by one or more Limiting Provisions, and who meet the following
additional criteria at the time of selection by the Committee:

       

      
        	
                (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.

       

      -2-

      
        
          
          

        

        
          
          

        

        
          
          

        

      

      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

              


      

       

      
        	
                (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
FIVE

      
BENEFITS

       

      5.1 The
benefit payable hereunder to an Eligible Employee shall be the difference
between (a) the benefit that would have been payable in the form of a lump sum
to the Eligible Employee under the ORIC Pension Plan if the Employee had been a
participant in the ORIC Pension Plan during his employment with the Company,
absent the limitations imposed by Limiting Provisions; and (b) the actual
benefit payable to the Eligible Employee under the RMIC Profit Sharing Plan in
the form of a lump sum.  For the purposes hereof, the benefit
calculations referred to in items (a) and (b) above shall be made as of the date
of the Eligible Employee’s separation from service in accordance with the terms
and conditions of the ORIC Pension Plan and the RMIC Profit Sharing Plan,
respectively, in effect as of the date the Eligible Employee separates from
service. The determination of the lump sum value of the ORIC Pension
Plan  benefit shall be calculated 1) by using

      
         

        -3-

      

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

         

        the
actuarial assumptions used under the ORIC Pension Plan for calculating lump sum
payments, 2) by using such assumptions as in effect on the Eligible Employee’s
separation from service and 3) by valuing the pension benefit that would
commence at the earliest possible date following the Eligible Employee’s
separation from service as determined solely by the terms of the ORIC Pension
Plan (ignoring any time of commencement delays or requirements that otherwise
govern the actual distribution of benefits under this Plan).  Once
made, the calculation of benefits payable hereunder shall not be changed or
affected in any manner by any subsequent amendment or termination of either the
formula in the ORIC Pension Plan or the RMIC Profit Sharing Plan, even if
retroactive in effect, or any change in the value of the balance in the RMIC
Profit Sharing Plan.

      

       

      5.2 Except as
provided in paragraphs (a) and (b) below, benefits hereunder shall be paid in
the form of a lump sum on the first day of the month following the date the
Eligible Employee separates from service.

       

      
        	
                (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 until the expiration of six (6) months following the separation
      from service (or, if earlier, the date of the Eligible Employee’s
      death).  Upon payment, the benefit shall be increased by an
      interest factor for the delay based upon the interest rate specified under
      section 417(e) of the Internal Revenue Code, or its
    successor;

              


      

       

      
        	
                (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 If an
Eligible Employee dies before beginning to receive a benefit hereunder, his
surviving spouse, or, if none, his designated beneficiary, shall be entitled to
receive a lump sum equal to 50% of the amount of the benefit the Eligible
Employee would have received pursuant to Section 5.1 hereof had he separated
from service and received his benefit the day before his death.  The
lump sum shall be paid as soon as possible following the Eligible Employee’s
death, but in no event later than 2 1/2 months following the date of
death.

       

      5.4 Separation
from Service.  Payments and benefits hereunder upon Employee’s
termination or severance of employment with the Company that constitute deferred
compensation under Code Section 409A shall not be paid prior to Employee’s
“separation from service” within the meaning of Code Section 409A.

       

       

      ARTICLE
SIX

       

      IRREVOCABLE
TRUST

       

       

      -4-

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      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 estimated current accrued 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, using assumptions deemed reasonable by the
Committee, 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
1966.

       

      


       

      ARTICLE
SEVEN

       

      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 Boards 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 ORIC Pension Plan if the Limiting Provisions were not
taken into account and (b) the accrued benefit under the RMIC Profit Sharing
Plan.

       

      7.2 The
Company reserves the right to terminate this Plan by resolution of its Boards of
Directors. Upon termination of this Plan Eligible Employees shall be fully
vested in their accrued benefits.

       

       

      ARTICLE
EIGHT

       

      MISCELLANEOUS

       

      -5-

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      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 ORIC Pension
      Plan;

              


      

       

      
        	
                (b)  

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

              


      

       

      
        	
                (c)  

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

              


      

       

      
        	
                (d)  

              	
                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 North Carolina in
every respect, including without limitation, validity, interpretation and
performance. The ORIC Pension Plan shall, for purposes of this Plan, however, be
construed in accordance with the laws of the State of Illinois in all
respects.

       

      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 Plan to be signed by its duly
qualified officers and caused its corporate seal to be hereunto affixed on this
31st day of December, 2008.

       

       

       

                      RMIC
CORPORATION

      
 

       

                      By:    /s/ Christoher S.
Nard                                          


                                                             
President

       

       

      -6-

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      Attest:

       

        
/s/ Elizabeth C.
Dixon                              


              
Secretary

       

      


       

                      REPUBLIC MORTGAGE
INSURANCE COMPANY 

        
     

         

                        By:    /s/ Christoher S.
Nard                                          


                            President

      

       

       

       

       

      Attest:

       

        /s/ Elizabeth C.
Dixon                                


             
Secretary

       

      


      -7-