Rmic Executive Excess Benefits Pension Plan

RMIC CORPORATION/REPUBLIC MORTGAGE INSURANCE COMPANY


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 Employee Retirement Plan, as amended, unaffected by limitations imposed by the Internal Revenue Code on qualified retirement plans.


1.2 This Plan is effective as of December 13, 2000.


ARTICLE TWO


DEFINITIONS


2.1 "Plan" shall mean this RMIC Corporation/Republic Mortgage Insurance Company 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 "ORI 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.


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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 ORI Pension Plan.


2.10 "Change of Control" shall have the same meaning hereunder as it has under the RMIC Corporation/Republic Mortgage Insurance Company Amended and Restated Key Employee Performance Recognition Plan.


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


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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.


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.


(i) 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 Unite ...