Exhibit 10 (h)
EMPLOYERS MUTUAL CASUALTY COMPANY --------------
EXCESS RETIREMENT BENEFIT AGREEMENT
.
AGREEMENT entered into this ___ day ____________, 19__ between Employers
Mutual Casualty Company, a corporation organized under the laws of the State
of Iowa, and its subsidiaries and affiliates ("Company") and
____________________________ ("Employee").
WHEREAS, the benefit limitations of the Internal Revenue Code, as amended
(the "Code") have severely curtailed the level of retirement income Employees
otherwise would have been entitled to receive under the tax qualified
Employers Mutual Casualty Company Retirement Plan, as amended from time to
time (the "Pension
Plan"), and
WHEREAS, to assist Employee in providing for the contingencies of death,
disability and old age dependency, Company desires to provide Employee with a
non-qualified benefit to compensate him/her for the curtailment of his/her
pension under the Pension Plan; and
NOW, THEREFORE, the parties hereby agree as follows:
1. (a) Upon Employee's retirement from the employ of Company on or after
his/her normal retirement date (as defined in the Pension Plan), or upon
his/her termination of employment, or if Employee becomes disabled (as defined
in the Pension Plan), Company agrees to pay him/her (or his/her beneficiary or
contingent annuitant, as the case may be) an additional benefit equal to the
difference between (A) the benefit Employee (or his/her beneficiary or
contingent annuitant, as the case may be) would have been entitled to receive
under the Pension Plan as if the benefit limitations of the Code were not in
effect and not contained in such retirement plan, and as if his/her
compensation and bonus for benefit purposes were determined without reduction
with respect to any portion which Employee may have deferred pursuant to a
non-qualified deferred compensation agreement between himself and Company, and
(B) the actual benefit payable to Employee (or his/her beneficiary or
contingent annuitant, as the case may be) under the Pension Plan taking into
account such benefit limitations and taking into account only such
compensation of Employee as is recognized under the Pension Plan. The benefit
payable to Employee (or his/her beneficiary or contingent annuitant, as the
case may be) pursuant to this Section 1(a) shall be payable to him/her as a
lump sum benefit, and the calculation of the amount of such benefit shall be
on the basis of the benefit formula and the same actuarial assumptions used by
the Pension Plan.
(b) If by reason of Employee's death prior to the time his/her
benefits have commenced under the Pension Plan, his/her beneficiary or spouse
becomes entitled to a benefit under said plan, Company agrees to pay to such
beneficiary or spouse, as the case may be, a benefit equal to the difference
between (A) the benefit that would have been payable to such beneficiary or
spouse under the Pension Plan upon Employee's death if the benefit limitations
of the Code were not in effect and not contained in the Pension Plan, and if
Employee's compensation and bonus for benefit purposes were determined without
reduction with respect to any portion which Employee may have deferred
pursuant to a non-qualified deferred compensation agreement between
himself/herself and Company, and (B) the actual benefit payable to such
beneficiary or spouse, as the case may be, pursuant to this Section 1(b) shall
be paid as a lump sum benefit and the calculation of the amount of such
benefit shall be on the basis of the benefit formula and the same actuarial
assumptions used by the Pension Plan
.
(c) Upon the termination by Employee of his/her employment, for
reasons other than death or disability, with Company prior to attaining normal
retirement age, Company will pay Employee (or his/her beneficiary or
contingent annuitant) any such amount as may be specifically determined by the
Senior Officers Compensation and Stock Option Committee of the Board of
Company. Such determination shall be made within 60 days of Employee's
termination of employment.
(d). Any lump sum benefit payable under the terms of this agreement
will be paid to Employee at the discretion of the Senior Officers Compensation
and Stock Option Committee, but in no event later than the latter of 60 days
following retirement date or January 2 of the year following the retirement
date.
(e) In the event of a hardship situation, Employee may petition the
Senior Officers Compensation and Stock Option Committee for earlier payment
than that prescribed in (d) above, but, in no event, can such earlier payment
be made prior to Employee's retirement date. The decision to honor any such
hardship petition rests solely with the Senior Officers Compensation and Stock
Option Committee.
(f) In the event of death or disability, any lump sum benefit payable
under the terms of this agreement will be paid to Employee (or his/her
beneficiary or contingent annuitant) as soon as practical after the date of
such event.
2. Employee's rights under this Agreement, and the rights of a
designated beneficiary, contingent annuitant or estate, may not be assigned,
transferred, pledged, or encumbered.
3. Nothing contained in this Agreement shall be construed as conferring
upon Employee the right to continue in the employ of Company in any capacity.
4. Nothing contained in this Agreement, and no action taken pursuant to
the provision of this Agreement, shall create, or be construed to create, a
trust of any kind or a fiduciary relationship between Company and Employee,
his/her designated beneficiary, contingent annuitant, estate, or any other
person and all payments to be made hereunder shall be made from the general
assets of Company. Any rights acquired pursuant to this Agreement by
Employee, a designated beneficiary, or contingent annuitant, or Employee's
estate, shall be no greater than the rights of an unsecured general creditor
of the Company.
5. The Senior Officers Compensation and Stock Option Committee of the
Board of Directors of Company shall have full power and authority to
interpret, construe and administer this Agreement, all such interpretations
and constructions, including the determination of the amount of any payment to
be made pursuant to the terms of this Agreement, shall be binding and
conclusive upon all persons for all purposes. The Senior Officers
Compensation and Stock Option Committee of the Board of Directors of Company
shall not be liable to any person for any action taken or omitted in
connection with the interpretation, construction or administration of this
Agreement unless attributable to its members' own wilful misconduct or lack of
good faith.
6. There shall be deducted from all payments by Company pursuant to this
Agreement any taxes that are required to be withheld by reason of any Federal,
State or local government law, statute, rule or regulation.
7. This Agreement shall be binding upon and inure to the benefit of
Company, its successors and assigns, and Employee, his/her heirs,
beneficiaries, contingent annuitants, executors, administrators and legal
representatives.
8. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof.
9. The place of administration of the Agreement shall be conclusively
deemed to be within the State of Iowa and validity, construction,
interpretation, administration and effect of this Agreement, and of its rules
and regulations, and the rights of any and all persons having or claiming to
have interest therein or thereunder, shall be governed by, and determined
exclusively and solely in accordance with, the laws of the State of Iowa
without giving effect to the principles of conflicts of law.
IN WITNESS WHEREOF, Company has caused this Agreement to be executed by
its duly authorized officer and Employee has hereunto set his/her hand as of
the date first above written.
ATTEST: EMPLOYERS MUTUAL CASUALTY COMPANY
_______________________________________ By:
_______________________________________
Chairman of the Board
_______________________________________
Employee
