UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:                       to                         

Commission file number: 1-13754

 

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

04-3263626

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

440 Lincoln Street, Worcester, Massachusetts

01653

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

(508) 855-1000

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class

 

Name of each exchange on which registered

 

Common Stock, $.01 par value

New York Stock Exchange

7 5/8% Senior Debentures due 2025

New York Stock Exchange

6.35% Subordinated Debentures due 2053

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes       No    

 

 


 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes       No    

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No    

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.    Yes       No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes       No    

Based on the closing sales price o f June 30, 2015, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $3,215,592,398 .  

The number of shares outstanding of the registrant’s common stock, $0.01 par valu e, was 42,819,501 shares as of February 22, 2016.  

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of The Hanover Insurance Group, Inc.’s Proxy Statement to be filed pursuant to Regulation 14A relating to the 2016 Annual Meeting of Shareholders to be held May 24, 2016   are incorporated by reference in Part III.

 

 

 

 


 

THE HANOVER INSURANCE GROUP, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

TABLE OF CONTENTS

 

 

 

 

 

 

 

Item

 

Description

 

Page

 

 

 

 

 

Part I

 

 

 

 

 

 

 

 

 

1

 

Business

 

1A.

 

Risk Factors

 

23 

1B.

 

Unresolved Staff Comments

 

39 

2

 

Properties

 

39 

3

 

Legal Proceedings

 

39 

4

 

Mine Safety Disclosures

 

39 

 

 

 

 

 

Part II

 

 

 

 

 

 

 

 

 

5

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of  

 

 

 

 

Equity Securities

 

40 

6

 

Selected Financial Data

 

42 

7

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

43 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

82 

8

 

Financial Statements and Supplementary Data

 

83 

9

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

133 

9A.

 

Controls and Procedures

 

133 

9B.

 

Other Information

 

134 

 

 

 

 

 

Part III

 

 

 

 

 

 

 

 

 

10

 

Directors, Executive Officers and Corporate Governance

 

136 

11

 

Executive Compensation

 

138 

12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

139 

13

 

Certain Relationships and Related Transactions, and Director Independence

 

139 

14

 

Principal Accounting Fees and Services

 

139 

 

 

 

 

 

Part IV

 

 

 

 

 

 

 

 

 

15

 

Exhibits, Financial Statement Schedules

 

140 

 

 

Exhibits Index

 

141 

 

 

Signatures

 

146 

 

 

 

 

 


 

PART I

ITEM 1 — BUSINESS  

ORGANIZATION

The Hanover Insurance Group, Inc. (“THG”) is a holding company organized as a Delaware corporation in 1995. We trace our roots to as early as 1852, when the Hanover Fire Insurance Company was founded. Our primary business operations are property and casualty insurance products and services. We market our domestic products and services through independent agents and brokers in the United States (“U.S.”) and conduct business internationally through a wholly-owned subsidiary, Chaucer Holdings Limited (“Chaucer”), which operates through the Society and Corporation of Lloyd’s (“Lloyd’s”) and is domiciled in the United Kingdom (“U.K.”). Our consolidated financial statements include the accounts of THG; The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), which are our principal U.S. domiciled property and casualty subsidiaries; Chaucer; and certain other insurance and non-insurance subsidiaries. Our results of operations also include the results of our discontinued operations, consisting primarily of our former life insurance and accident and health businesses.

INFORMATION ABOUT OPERATING SEGMENTS

We conduct our business operations through four operating segments. These segments are Commercial Lines, Personal Lines, Chaucer and Other. We report interest expense related to our corporate debt separately from the earnings of our operating segments.

Information with respect to each of our segments is included in “Results of Operations - Segments” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 4 – “Segment Information” in the Notes to the Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

Information with respect to geographic concentrations is included in the “Description of Business by Segment” in Part 1 – Item 1 and in Note 1 4 – “Segment Information” in the Notes to the Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.  

Following is a discussion of our operating segments.

GENERAL

In our Commercial Lines and Personal Lines segments, we underwrite commercial and personal property and casualty insurance through Hanover Insurance, Citizens and other THG subsidiaries, through an independent agent and broker network concentrated in the Northeast, Midwest and Southeast U.S. We also continue to actively grow our Commercial Lines’ presence in the Western region of the U.S., particularly in California, which now is our third largest state for Commercial Lines as measured by net premiums written. Our Chaucer segment is a specialist insurance underwriting group which operates through Lloyd’s and writes business globally. Included in our Other segment are Opus Investment Management, Inc. (“Opus”), a wholly-owned subsidiary of THG, which provides investment management services to our insurance and non-insurance companies, as well as to unaffiliated institutions, pension funds and other organizations; earnings on holding company assets; and a discontinued voluntary pools business.

Our business strategy focuses on providing our agents and customers stability, financial strength, and competitive insurance products while prudently growing and diversifying our product and geographical business mix. We conduct our U.S. business with an emphasis on agency relationships and active agency management, disciplined underwriting, pricing, quality claim handling, and customer service. Our Lloyd’s business is focused on disciplined and specialized underwriting in selected markets. Annually, we write over $5 billion in gross premiums, including approximately $4 billion domestically. Based on net U.S. premiums written, we rank among the top 25 property and casualty insurers in the United States.

3

 


 

RISKS

The industry’s profitability and cash flow can be, and historically has been, significantly affected by numerous factors, including price; competition; volatile and unpredictable developments such as extreme weather conditions, catastrophes and other disasters; legal and regulatory developments affecting pricing, underwriting, policy coverage and other aspects of doing business, as well as insurer and insureds’ liability; extra-contractual liability; size of jury awards; acts of terrorism; fluctuations in interest and currency rates or the value of investments; and other general economic conditions and trends, such as inflationary pressure or unemployment, that may affect the adequacy of reserves or the demand for insurance products. Our investment portfolio and its future returns may be further impacted by the capital markets and current economic conditions, which could affect our liquidity, the amount of realized losses and impairments that will be recognized, credit default levels, our ability to hold such investments until recovery and other factors. Additionally, the economic conditions in geographic locations where we conduct business, especially those locations where our business is concentrated, may affect the growth and profitability of our business. The regulatory environments in those locations, including any pricing, underwriting or product controls, shared market mechanisms or mandatory pooling arrangements, and other conditions, such as our agency relationships, affect the growth and profitability of our business. Our loss and loss adjustment expense (“LAE”) reserves are based on estimates, principally involving case assessments and actuarial projections, at a given time, of what we expect the ultimate settlement and administration of claims will cost based on facts and circumstances then known, predictions of future events, estimates of future trends in claims frequency and severity and judicial theories of liability, costs of repairs and replacement, legislative activity and other factors. We regularly reassess our estimate of loss reserves and LAE, both for current and past years, and resulting changes have and will affect our reported profitability and financial position.

Reference is also made to “Risk Factors” in Part 1 – Item 1A of this Form 10-K.

LINES OF BUSINESS

We underwrite commercial and personal property and casualty insurance coverage through our Commercial Lines, Personal Lines and Chaucer operating segments.

Commercial Lines

Our Commercial Lines segment generated $2 .4 billion, or 4 7.7 %, of consolidated operating revenues and $2.3 billion, or 49. 4 %, of net premiums written, for the year ended December 31, 2015.

The following table provides net premiums written by line of business for our Commercial Lines segment.

 

 

 

 

 

 

 

 

 

 

 

 

Net Premiums

 

 

 

YEAR ENDED DECEMBER 31, 2015

 

 

Written

 

% of Total

 

(in millions, except ratios)

 

 

 

 

 

 

Commercial multiple peril

 

$

752.6 

 

33.0 

%

Commercial automobile

 

 

306.0 

 

13.4 

 

Workers' compensation

 

 

267.8 

 

11.7 

 

Other commercial lines:

 

 

 

 

 

 

Inland marine

 

 

225.3 

 

9.9 

 

AIX program business

 

 

220.4 

 

9.6 

 

Management and professional liability

 

 

168.1 

 

7.4 

 

Surety

 

 

68.0 

 

3.0 

 

Specialty property

 

 

63.5 

 

2.8 

 

Other

 

 

210.2 

 

9.2 

 

Total

 

$

2,281.9 

 

100.0 

%

Our Commercial Lines product suite provides agents and customers with products designed for small, middle and specialized markets.

Commercial Lines coverages include:

Commercial multiple peril coverage insures businesses against third party general liability from accidents occurring on their premises or arising out of their operations, such as injuries sustained from products sold. It also insures business property for damage, such as that caused by fire, wind, hail, water damage (which may include flood), theft and vandalism.

Commercial automobile coverage insures businesses against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured’s vehicle and property damage to other vehicles and property. Commercial automobile policies are often written in conjunction with other commercial policies.

Workers’ compensation coverage insures employers against employee medical and indemnity claims resulting from injuries related to work. Workers’ compensation policies are often written in conjunction with other commercial policies.

4

 


 

Other commercial lines is comprised of:

·

inland marine coverage insures businesses against physical losses to property, such as contractor’s equipment, builders’ risk and goods in transit, and also covers jewelers block, fine art and other valuables;

·

AIX program business provides coverage to under-served markets where there are specialty coverage or risk management needs, including commercial multiple peril, workers’ compensation, commercial automobile, general liability and other commercial coverages;

·

management and professional liability coverage provides protection for directors and officers of companies that may be sued in connection with their performance, and errors and omissions protection to companies and individuals against negligence or bad faith, as well as protection for employment practices liability and fidelity and crime;

·

surety provides businesses with contract surety coverage in the event of performance or non-payment claims, and commercial surety coverage related to fiduciary or regulatory obligations;

·

specialty property provides insurance to small and medium-sized chemical, paint, solvent and other manufacturing and distribution companies; and  

·

other commercial lines coverages include monoline general liability, umbrella, healthcare and miscellaneous commercial property. Our healthcare coverage includes product liability, medical professional liability and general liability coverages provided to selected portions of the healthcare industry including eldercare providers, durable medical equipment suppliers, podiatrists and behavioral health specialists.

Our strategy in Commercial Lines focuses on building deep relationships with partner agents through differentiated product offerings, industry segmentation, and franchise value through limited distribution. We continue to make enhancements to our products and technology platforms that are intended to drive more total account placements in our small commercial and middle market business, while delivering enhanced margins in our specialty businesses. This aligns with our focus of delivering the capabilities that will help broaden the depth and breadth of our partnerships with a limited number of agents.

Our small commercial, middle market and specialty businesses each constitute approximately one-third of our total Commercial Lines business. Small commercial offerings, which generally include premiums of $50,000 or less, deliver value through product expertise, local presence, and ease of doing business. Middle market accounts require greater claim and underwriting expertise, as well as a focus on industry segments where we can deliver differentiation in the market and value to agents and customers. Small and middle market accounts comprise approximately $1.5 billion of the Commercial Lines segment. Our specialty lines of business generally include inland marine,   program business, management and professional liability, surety and specialty property.

In our small commercial and middle market businesses, we offer coverages and capabilities in several key industries including technology, schools, and human services organizations, such as non-profit youth and community service organizations. We also provide segmentation to our core middle market commercial products, including real estate, hospitality, manufacturing, contractors and wholesale distributors.

Part of our strategy is to expand our specialty lines offerings in order to provide our agents and policyholders with a broader product portfolio and to increase our market penetration. As part of our strategy, we have over time acquired various specialized businesses aimed at further diversifying and growing our specialty lines. We used these acquisitions as platforms to expand our product offerings and grow through our existing agency and broker distribution network.

We believe our small commercial capabilities, distinctiveness in the middle market, and continued development of specialty business provides us with a more diversified portfolio of products and enables us to deliver significant value to our agents and policyholders. We believe these efforts will enable us to continue to improve the overall mix of our business and ultimately our underwriting profitability.

5

 


 

Personal Lines

Our Personal Lines segment generated $ 1.5 billion, or 30. 1 %, of consolidated operating revenues and $1.4 billion, or 31. 3 %, of net premiums written, for the year ended December 31, 201 5 .  

The following table provides net premiums written by line of business for our Personal Lines segment.

 

 

 

 

 

 

 

 

 

 

 

Net Premiums

 

 

 

YEAR ENDED DECEMBER 31, 2015

 

 

Written

 

% of Total

 

(in millions, except ratios)

 

 

 

 

 

 

Personal automobile

 

$

900.0 

 

62.3 

%

Homeowners

 

 

507.4 

 

35.1 

 

Other

 

 

38.2 

 

2.6 

 

Total

 

$

1,445.6 

 

100.0 

%

 

Personal Lines coverages include:

Personal automobile coverage insures individuals against losses incurred from personal bodily injury, bodily injury to third parties, property damage to an insured’s vehicle, and property damage to other vehicles and other property.

Homeowners coverage insures individuals for losses to their residences and personal property, such as those caused by fire, wind, hail, water damage (excluding flood), theft and vandalism, and against third party liability claims.

Other personal lines are comprised of personal inland marine (jewelry, art, etc.), umbrella, fire, personal watercraft, earthquake and other miscellaneous coverages.

Our strategy in Personal Lines is to build account–oriented business through our partner agencies, with a focus on greater geographic diversification. The market for our Personal Lines business continues to be very competitive, with continued pressure on independent agents from direct writers, as well as from the increased usage of real time comparative rating tools and increasingly sophisticated rating and pricing tools. We maintain a focus on partnering with high quality, value added agencies that stress the importance of consultative selling and account rounding (the conversion of single policy customers to accounts with multiple policies and/or additional coverages). We are focused on making investments that are intended to help us maintain profitability, build a distinctive position in the market, and provide us with profitable growth opportunities. We continue to refine our products and to work closely with these high potential agents to increase the percentage of business they place with us and to ensure that it is consistent with our preferred mix of business. Additionally, we remain focused on further diversifying our state mix beyond the largest historical core states of Michigan, Massachusetts and New York. We expect these efforts to decrease our risk concentrations and our dependency on these three states, as well as to contribute to improved profitability over time.

Chaucer

Our Chaucer segment generated $1.1 billion, or 2 2.0 %, of consolidated operating revenues and $ 889.3   m illion, or 19.3 %, of n et premiums written, for the year ended December 31, 2015.

The following table provides net premiums written by line of business for our Chaucer segment.

 

 

 

 

 

 

 

 

 

 

 

 

Net Premiums

 

 

 

YEAR ENDED DECEMBER 31, 2015

 

 

Written

 

% of Total

 

(in millions, except ratios)

 

 

 

 

 

 

Marine and aviation

 

$

286.9 

 

32.2 

%

Property

 

 

166.9 

 

18.8 

 

Energy

 

 

136.2 

 

15.3 

 

U.K. motor

 

 

(8.3)

 

(0.9)

 

Casualty and other

 

 

307.6 

 

34.6 

 

Total

 

$

889.3 

 

100.0 

%

The Chaucer segment is comprised of international business written through Lloyd’s, and includes:

Marine and aviation includes worldwide direct, facultative and treaty business. The marine account provides cover for hull, liability, war, terrorism, aviation war, cargo, political risk, specie, fine art and ports and terminals. The aviation account insures airline hull and liability, general aviation, refuellers, aviation products, and satellite.

Property includes treaty business, as well as direct and facultative coverage for commercial and industrial risks against physical damage and business interruption. The treaty account covers cedants on a global basis, predominantly on an “excess of loss” basis for both per risk and catastrophe coverage, with a limited amount of proportional treaty and reinsurance assumed business.

6

 


 

Energy encompasses exploration and production, construction, downstream, operational power and renewables, insuring against physical damage, business interruption, control of well, seepage and pollution and liabilities. Energy also includes a nuclear account, which provides coverage across the nuclear fuel cycle from raw uranium and nuclear fuel to the shipment and storage of waste, with the majority of the exposure relating to power generation at nuclear power stations. In addition to providing coverage for physical damage to civil nuclear power stations, nuclear also provides limited liability coverage.

U. K. motor provided primary insurance coverage to U.K. motor policyholders. Effective June 30, 2015, the U.K. motor business was transferred to an unaffiliated U.K.-based insurance provider. The net premiums written include the transfer of $137.4 million of unearned premium reserves previously written by the U.K. motor business. See “Disposal of U.K. Motor Business” in Note 2 – “Dispositions of Businesses” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K. Previously, Chaucer wrote personal automobile, commercial and fleet polices, as well as specialist classes, including motorcycles, motor trade, and classic and specialist vehicles.

Casualty and other provides liability coverage internationally, including our expanded U.S. casualty business, for professional and commercial risks on a direct and treaty basis, credit and bond, crime and professional liability coverage for financial institutions, medical malpractice and excess workers’ compensation. Other lines also encompass liabilities arising from previous participations on risks insured by third party Lloyd’s syndicates, which provided liability coverage to financial institutions.

Chaucer is a specialist insurance underwriting group that participates in the Lloyd’s market through the provision of capital to support the underwriting activities of syndicates at Lloyd’s and the ownership of Chaucer Syndicates Limited (“CSL”), a managing agent. CSL manages two syndicates currently underwriting at Lloyd’s, for which we provide capital to support their underwriting activities.

Chaucer provides capital to Syndicate 1084, which underwrites a range of property, marine, aviation, casualty and energy products for commercial clients worldwide; and Syndicate 1176, which primarily provides protection against physical damage and limited liability exposures from power generation at nuclear power stations. The energy line of business includes $20.0 million of net premiums written from Syndicate 1176.

Our econom ic interests in Syndicates 1084 and 1176 were 100% and 57%, respectively,   in   both the 2015 and 2014 underwriting years.

Chaucer has broad underwriting expertise to support its diversified underwriting portfolio that, we believe, provides many benefits, including capital diversification, volatility management and long-term protection of our underwriting capabilities. We actively manage our portfolio, transferring underwriting capital to increase premium volumes during periods of increased rates, while remaining selective or reducing our capital and premium volumes in those lines where rates are under pressure.

Overall, we believe that the strength and depth of our underwriting teams, together with the broad diversity of our underwriting portfolio and our membership in the Lloyd’s market, underpin our ability to manage both the scale and composition of our business. Moreover, these strengths, combined with our continued active management of our portfolio and the underwriting opportunities available, provide a sound basis for the profitable development of the Chaucer business.

Other

The Other segment consists of: Opus, which provides investment advisory services to affiliates and also manages approximately $ 1.4 billion of assets for unaffiliated institutions such as insurance companies, retirement plans and foundations; earnings on holding company assets; and our discontinued voluntary pools business.

MARKETING AND DISTRIBUTION

We serve a variety of standard, specialty and targeted industry markets. Consistent with our objective to diversify our underwriting risks on a geographic and line of business basis, we currently have a split of approximately one-third each of domestic standard Commercial Lines, international and domestic specialty lines, and domestic standard Personal Lines. Our Commercial and Personal Lines segments, comprising our principal domestic U.S. subsidiaries, distribute our products primarily through an independent agent network. Our Chaucer segment, comprising our international business, distributes primarily through insurance brokers in the Lloyd’s market.

7

 


 

Commercial and Personal Lines

Our Commercial and Personal Lines agency distribution strategy and field structure are designed to maintain a strong focus on local markets and the flexibility to respond to specific market conditions. During 2015, we wrote 20 % of our Commercial and Personal Lines business in Michigan and 10 % in Massachusetts. Our structure is a key factor in the establishment and maintenance of productive, long-term relationships with mid-sized, well-established independent agencies. We maintain 40 local offices across 29 states. The majority of processing support for these locations is provided from Worcester, Massachusetts; Howell, Michigan; Salem, Virginia; and Windsor, Connecticut.

Independent agents account for substantially all of the sales of our Commercial and Personal Lines property and casualty products. Agencies are appointed based on profitability, track record, financial stability, professionalism, and business strategy. Once appointed, we monitor their performance and, subject to legal and regulatory requirements, may take actions as necessary to change these business relationships, such as discontinuing the authority of the agent to underwrite certain products or revising commissions or bonus opportunities. We compensate agents primarily through base commissions and bonus plans that are tied to an agency’s written premium, growth and profitability.

We are licensed to sell property and casualty insurance in all fifty states in the U.S., as well as in the District of Columbia. We actively market Commercial Lines policies throughout the U.S. in 37 states and Personal Lines policies in 17 sta tes.  

 

The following table provides our top Commercial and Personal Lines geographical markets based on total net premiums written in the state in 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

 

Commercial Lines

 

 

Personal Lines

 

 

Total Commercial and Personal Lines

 

(in millions, except ratios)

 

 

Net Premiums Written

 

% of Total

 

 

 

Net Premiums Written

 

% of Total

 

 

 

Net Premiums Written

 

% of Total

 

Michigan

 

$

126.5 

 

5.5 

%

 

$

611.2 

 

42.3 

%

 

$

737.7 

 

19.8 

%

Massachusetts

 

 

171.6 

 

7.5 

 

 

 

192.7 

 

13.3 

 

 

 

364.3 

 

9.8 

 

New York

 

 

232.9 

 

10.2 

 

 

 

109.4 

 

7.6 

 

 

 

342.3 

 

9.2 

 

California

 

 

282.9 

 

12.4 

 

 

 

0.4 

 

 -

 

 

 

283.3 

 

7.6 

 

Illinois

 

 

99.4 

 

4.4 

 

 

 

80.4 

 

5.6 

 

 

 

179.8 

 

4.8 

 

New Jersey

 

 

122.3 

 

5.4 

 

 

 

57.4 

 

4.0 

 

 

 

179.7 

 

4.8 

 

Texas

 

 

171.2 

 

7.5 

 

 

 

 -

 

 -

 

 

 

171.2 

 

4.6 

 

Connecticut

 

 

54.1 

 

2.4 

 

 

 

62.6 

 

4.3 

 

 

 

116.7 

 

3.1 

 

Maine

 

 

61.2 

 

2.7 

 

 

 

44.0 

 

3.0 

 

 

 

105.2 

 

2.8 

 

Georgia

 

 

63.8 

 

2.8 

 

 

 

31.4 

 

2.2 

 

 

 

95.2 

 

2.6 

 

Virginia

 

 

61.0 

 

2.7 

 

 

 

32.7 

 

2.3 

 

 

 

93.7 

 

2.5 

 

Florida

 

 

78.8 

 

3.5 

 

 

 

 -

 

 -

 

 

 

78.8 

 

2.1 

 

New Hampshire

 

 

41.7 

 

1.8 

 

 

 

34.9 

 

2.4 

 

 

 

76.6 

 

2.1 

 

Indiana

 

 

38.9 

 

1.7 

 

 

 

31.7 

 

2.2 

 

 

 

70.6 

 

1.9 

 

Wisconsin

 

 

36.7 

 

1.6 

 

 

 

30.2 

 

2.1 

 

 

 

66.9 

 

1.8 

 

Louisiana

 

 

33.3 

 

1.5 

 

 

 

32.4 

 

2.2 

 

 

 

65.7 

 

1.8 

 

Tennessee

 

 

36.5 

 

1.6 

 

 

 

25.7 

 

1.8 

 

 

 

62.2 

 

1.7 

 

Ohio

 

 

32.7 

 

1.4 

 

 

 

25.6 

 

1.8 

 

 

 

58.3 

 

1.6 

 

North Carolina

 

 

53.3 

 

2.3 

 

 

 

3.2 

 

0.2 

 

 

 

56.5 

 

1.5 

 

Minnesota

 

 

53.0 

 

2.3 

 

 

 

 -

 

 -

 

 

 

53.0 

 

1.4 

 

Other

 

 

430.1 

 

18.8 

 

 

 

39.7 

 

2.7 

 

 

 

469.8 

 

12.5 

 

Total

 

$

2,281.9 

 

100.0 

%

 

$

1,445.6 

 

100.0 

%

 

$

3,727.5 

 

100.0 

%

 

8

 


 

We manage our Commercial Lines portfolio, which includes our core and specialty businesses, with a focus on growth from the most profitable industry segments within our underwriting expertise. Our core business is generally comprised of several coordinated commercial lines of business, including small and middle market accounts, which include targeted industry segments. Such business is split between small accounts, generally having less than $50,000 in premium, and middle market accounts, those with premium over $50,000, with most middle market accounts having less than $250,000 of premium. Additionally, we have multiple specialty lines of business, which include inland marine, program business, management and professional liability, surety and specialty property. The Commercial Lines segment seeks to maintain strong agency relationships as a strategy to secure and retain our agents’ best business. We monitor quality of business written through ongoing quality review efforts, accountability for which is shared at the local, regional and corporate levels.

We manage Personal Lines business with a focus on acquiring and retaining quality accounts. Currently, approximately 80% of our policies in force are account business. Approximately 56% of our Personal Lines net premium written is generated in the combined states of Michigan and Massachusetts. In Michigan, based upon direct premiums written for 2015, we underwrite approximately 6% of the state’s total market.

Approximately 66% of our Michigan Personal Lines business is in the personal automobile line and 33% is in the homeowners line. Michigan business represents approximately 4 5 % of our total personal automobile net premiums written and 40% our total homeowners net premiums written. In Michigan, we are a principal market for many of our appointed agencies , with approximately $1.7 million of total direct premiums written per agency in 201 5 .  

Approximately 70% of our Massachusetts Personal Lines business is in the personal automobile line and 27% is in the homeowners line. Massachusetts business represents approximately 15% of our total personal automobile net premiums written and approximately 10% of our total homeowners net premiums written.  

We sponsor local and national agent advisory councils to gain the benefit of our agents’ insight and enhance our relationships. These councils provide feedback, input on the development of products and services, guidance on marketing efforts, support for our strategies, and assist us in enhancing our local market presence.

Chaucer

Chaucer underwrites open market business primarily from Lloyd’s brokers and underwriting agencies. We primarily compensate brokers and underwriting agencies through commission payments.   Prior to the transfer of the U.K. motor business, Chaucer also used retail brokers and comparative website aggregators.

In the Lloyd’s open market, brokers approach Chaucer with individual insurance and reinsurance risk opportunities for underwriter consideration. Brokers also gain access to Chaucer’s products through selected underwriting agencies (also referred to as coverholders), to which Chaucer has granted limited authority to make underwriting decisions on individual risks. In general, risks written through underwriting agencies are smaller in terms of both exposure and premium. Risks are placed in Lloyd’s through a subscription placement process whereby generally several syndicates take a share of a contract rather than one insurer taking 100% on a direct basis. This facilitates the spreading of large and complex risks across a number of insurers, while limiting the underwriting risk of each insurer.

We have an international network of offices to improve our access to high quality risks worldwide. This is expected to improve the diversification of our underwriting and our ability to manage our portfolio. We have offices in Denmark and Singapore to capitalize upon specific class of business opportunities in these regions. In 2015, our Singapore office developed an underwriting presence in China and Labuan, Malaysia to improve access to business opportunities in the Asia region, and o ur underwriting representation for Latin American business relocated to Miami, Florida from Buenos Aires, Argentina. We also have an office in Oslo, Norway, to provide access to the Norwegian and regional North Sea energy sector.

9

 


 

The following table provides a geographical breakdown of Chaucer’s total gross premiums written (“GPW”) based on the location of risk:

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

 

% of Total GPW in Chaucer Segment

 

United States

 

21.1 

%

Americas, excluding the United States

 

9.5 

 

Asia Pacific

 

4.8 

 

Middle East and Africa

 

4.8 

 

Europe

 

3.1 

 

United Kingdom

 

2.5 

 

Worldwide and other (1)

 

40.0 

 

U.K. motor business

 

14.2 

 

Total

 

100.0 

%

(1)

“Worldwide and other” comprises insured risks that move across multiple geographic areas due to their mobile nature or insured risks that are fixed in locations that span more than one geographic area. These contracts include, for example, marine and aviation hull, satellite and offshore energy exploration and production risks that can move across multiple geographic areas and assumed risks where the cedant insures risks in two or more geographic zones.

 

Other

With respect to our Other segment business, we market our investment advisory services directly through Opus.

PRICING AND COMPETITION

The property and casualty industry is a very competitive market. Our competitors include national, international, regional and local companies that sell insurance through various distribution channels, including independent agencies, captive agency forces, brokers and direct to consumers through the internet or otherwise. They also include mutual insurance companies, reciprocals and exchanges. In the Commercial and Personal Lines segments, we market through independent agents and brokers and compete for business on the basis of product, price, agency and customer service, local relationships, ratings, and effective claims handling, among other things. We believe that our emphasis on maintaining strong agency relationships and a local presence in our markets, coupled with investments in products, operating efficiency, technology and effective claims handling, enable us to compete effectively. Our broad product offerings in Commercial Lines and total account strategy in Personal Lines are instrumental to our strategy to capitalize on these relationships and improve profitability.

We seek to achieve targeted combined ratios in each of our product lines. Targets vary by product and geography and change with market conditions. The targeted combined ratios reflect competitive market conditions, investment yield expectations, our loss payout patterns, and target returns on equity. This strategy is intended to enable us to achieve measured growth and consistent profitability.

For all major product lines, we employ pricing teams which produce exposure and experience-based rating models to support underwriting and pricing decisions. In addition, in the Commercial and Personal Lines segments, we seek to utilize our understanding of local markets to achieve superior underwriting results. We rely on market information provided by our local agents and on the knowledge of staff in the local branch offices. Since we maintain a strong regional focus and a significant market share in a number of states, we can better apply our knowledge and experience in making underwriting and rate setting decisions. Also, we seek to gather objective and verifiable information at a policy level during the underwriting process, including prior loss experience, past driving records and, where permitted, credit histories.

The Commercial and Personal Lines segments are not dependent on a single customer or even a few customers, for which the loss of any one or more would have an adverse effect upon the insurance operations for these segments.

We market Chaucer product offerings through insurance brokers in the Lloyd’s specialty market, which provides access to business from clients and coverholders. We are able to attract business through our recognized capability to serve as the lead underwriter in most classes we write, particularly in classes where such lead ability is sought by clients and recognized by following underwriters. This requires significant underwriting and claims handling expertise in very specialized lines of business. Our competitors include large international insurance companies and other Lloyd’s managing underwriters. Broker relationships that are ten percent or more of total Chaucer 2015 gross premiums written are with Aon Benfield (15%), Marsh & McLennan Companies (14%) and Willis Group (10%) .  

10

 


 

CLAIMS MANAGEMENT

Claims management includes the receipt of initial loss notifications, generation of appropriate responses to claim reports, loss appraisals, identification and handling of coverage issues, determination of whether further investigation is required, retention of legal representation where appropriate, establishment of case reserves, approval of loss payments and notification to reinsurers. Part of our strategy focuses on efficient, timely, and fair claim settlements to meet customer service expectations and maintain valuable independent agent relationships. Additionally, effective claims management is important to our business as claim payments and related loss adjustment expenses are our single largest expenditures.

Commercial and Personal Lines

We utilize experienced claims adjusters, appraisers, medical specialists, managers and attorneys to manage our claims. Our U.S. property and casualty operations have field claims adjusters located throughout the states and regions in which we do business. Claims field staff members work closely with the independent agents who bound the policies under which coverage is claimed. Claims office adjusting staff is supported by general adjusters for large property and large casualty losses, by automobile and heavy equipment damage appraisers for automobile material damage losses, and by medical specialists whose principal concentration is on workers’ compensation and automobile injury cases. Additionally, the claims offices are supported by staff attorneys, both in the home office and in regional locations, who specialize in litigation defense and claim settlements. We have a catastrophe response team to assist policyholders impacted by severe weather events. This team mobilizes quickly to impacted regions, often in advance for a large tracked storm, to support our local claims adjusters and facilitate a timely response to resulting claims. We also maintain a special unit that investigates suspected insurance fraud and abuse. We utilize claims processing technology which allows most of the smaller and more routine Personal Lines claims to be processed at centralized locations.

Chaucer

The Chaucer claims team is responsible for establishing case reserves, loss and LAE cost management, exposure mitigation and litigation management. Chaucer engages third party administrators to handle claims in certain cases and authorizes selected agencies to manage claims under risks which they have bound on Chaucer’s behalf.

For claims where Chaucer is the lead syndicate, our appointed claims adjusters establish the case reserves and may appoint attorneys, loss adjusters or other third party experts. For claims where Chaucer is not the lead syndicate, the Lloyd’s syndicate leading the risk establishes case reserves in conjunction with professional third party adjusters, and then advises all other syndicates participating on the risk of the loss reserve requirements. In such cases, the Chaucer claims team reviews material claims and developments. Prior to the sale of its U.K. motor business on June 30, 2015, Chaucer also engaged automobile body and repair shops who assisted in managing claims.

CATASTROPHES

We are subject to claims arising out of catastrophes, which historically have had a significant impact on our results of operations and financial condition. Coverage for such events is a core part of our business and we expect to experience catastrophe losses in the future, which could have a material adverse impact on our financial results and position. Catastrophes can be caused by various events, including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, severe winter weather, fire, explosions, and terrorism. The incidence and severity of catastrophes are inherently unpredictable.

Commercial and Personal Lines

We endeavor to manage our catastrophe risks through underwriting procedures, including the use of deductibles and specific exclusions for floods and earthquakes, subject to regulatory restrictions and competitive pressures, and through geographic exposure management and reinsurance. The catastrophe reinsurance program is structured to protect us on a per-occurrence basis. We monitor geographic location and coverage concentrations in order to manage corporate exposure to catastrophic events. Although catastrophes can cause losses in a variety of property and casualty lines, commercial multiple peril and homeowners property coverages have, in the past, generated the majority of catastrophe-related claims.

Chaucer

In d ividual commercial and industrial risks within our property, marine and aviation and energy lines include protection against natural or man-made catastrophes worldwide. We accept these risks on direct, facultative, and proportional and excess of loss treaty bases. We seek to manage such risks through limiting the proportion of any individual risk or class of risk we assume and managing geographic concentration, and through the purchase of reinsurance.

We purchase reinsurance to limit our exposure to individual risks and catastrophic events. This includes facultative reinsurance, to limit the exposure on a specified risk; specific excess and proportional treaty, to limit exposure to individual contracts or risks within specified classes of business; and catastrophe excess of loss reinsurance, to limit exposure to any one event that might affect more than one individual contract.

11

 


 

The level of reinsurance that Chaucer purchases is dependent on a number of factors, including our underwriting risk appetite for catastrophe risk, the specific risks inherent in each line or class of business risk written and the pricing, coverage and terms and conditions available from the reinsurance market.

TERRORISM

As a result of the continuing threat of terrorist attacks worldwide, the insurance industry maintains a high level of focus with respect to the potential for losses caused by terrorist acts. These losses may encompass people, property and business operations covered under workers’ compensation, commercial multiple peril and other Commercial Lines policies. In certain cases, we are not able to exclude coverage for these losses, either because of regulatory requirements or competitive pressures. We continually evaluate the potential effect of these low frequency, but potentially high severity events in our overall pricing and underwriting plans, especially for policies written in major metropolitan areas.

Private sector catastrophe reinsurance is limited and generally unavailable for losses attributed to acts of terrorism, particularly those involving nuclear, biological, chemical and/or radiological events. As a result, the industry’s primary reinsurance protection against large-scale terrorist attacks in the U.S. is provided through a Federal program that provides compensation for insured losses resulting from acts of terrorism. Additionally, certain terrorism-related risks embedded in our Commercial and Personal Lines are covered under the existing Catastrophe, Property per Risk and Casualty Excess of Loss corporate reinsurance treaties (see “Reinsurance” for additional information).

The Terrorism Risk Insurance Act of 2002 established the Terrorism Risk Insurance Program (the “U.S. Program”). Coverage under the U.S. Program applies to workers’ compensation, commercial multiple peril and certain other Commercial Lines policies for U.S. direct written policies. The Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) extended the U.S. Program through December 31, 2020. All commercial property and casualty insurers licensed in the U.S. participate in the program. Under the program, a participating issuer, in exchange for making terrorism insurance available, may be entitled to be reimbursed by the Federal Government for a portion of its aggregate losses. The U.S. Program does not cover losses in surety, Personal Lines or certain other lines of business. Losses caused by terrorist acts are not excluded from homeowners or personal automobile policies.

As required by the current U.S. Program, we offer policyholders in specific lines of commercial insurance the option to elect terrorism coverage. In order for a loss to be covered under the U.S. Program, the loss must meet aggregate industry loss minimums and must be the result of an act of terrorism as certified by the Secretary of the Treasury in consultation with the Secretary of Homeland Security and the U.S. Attorney General. Losses from acts which do not qualify or are not so certified will not receive the benefit of the U.S. Program and in fact, may be deemed covered losses whether or not terrorism coverage was purchased. The current U.S. Program requires insurance carriers to retain 16% of any claims from a certified terrorist event in excess of the federally mandated deductible in 2016 subject to an annual industry-wide cap of $100 billion . This retention will increase, by 1% each calendar year until it reaches 20% in 2020. The federally mandated deductible represents 20% of direct earned premium for the covered lines of business of the prior year. In 2015, our deductible was $35 6 million, which represents 17.3%  o f year-end 2014 statutory policyholder surplus of our U.S. domestic insurers, and is estimated to be $381 million in 2016, representing 17. 4 % of 2015 year-end statutory policyholder surplus.

Given the unpredictability of terrorism losses, future losses from acts of terrorism could be material to our operating results, financial position, and/or liquidity. We attempt to manage our exposures on an individual line of business basis and in the aggregate by one-half square mile grids.

Chaucer’s direct written U.S. policies are also covered under the provisions of TRIPRA. Generally, terrorism coverage is excluded from the commercial property classes and coverages that Chaucer writes, including in its world-wide nuclear energy business, although a limited portion of Chaucer’s property and political risk business outside of the U.S. provides terrorism coverage. We manage this exposure through policy limits, monitoring of risk aggregation and reinsurance. For Chaucer’s nuclear energy business, most of our liability coverage includes losses resulting from acts of terrorism, although Chaucer normally ensures that the net liability involved does not exceed 50% of the full exposure, whether property, liability or combined. 

REGULATION

Commercial and Personal Lines

Our U.S. property and casualty insurance subsidiaries are subject to extensive regulation in the various states in which they transact business and are supervised by the individual state insurance departments. Numerous aspects of our business are subject to regulation, including premium rates, mandatory covered risks, limitations on the ability to non-renew or reject business, prohibited exclusions, licensing and appointment of agents, restrictions on the size of risks that may be insured under a single policy, reserves and provisions for unearned premiums, losses and other obligations, deposits of securities for the benefit of policyholders, investments and capital, policy forms and coverages, advertising, and other conduct, including restrictions on the use of credit information and other factors in underwriting, as well as other underwriting and claims practices. States also regulate various aspects of the contractual relationships between insurers and independent agents.

12

 


 

Such laws, rules and regulations are usually overseen and enforced by the various state insurance departments, as well as through private rights of action and increasingly, by state attorneys general. Such regulations or enforcement actions are often responsive to current consumer and political sensitivities such as automobile and homeowners insurance rates and coverage forms, or which may arise after a major event. Such rules and regulations may result in rate suppression, limit our ability to manage our exposure to unprofitable or volatile risks, or lead to fines, premium refunds or other adverse consequences. The federal government also may regulate aspects of our businesses such as the use of insurance (credit) scores in underwriting and the protection of confidential information.

In addition, as a condition to writing business in certain states, insurers are required to participate in various pools or risk sharing mechanisms or to accept certain classes of risk, regardless of whether such risks meet its underwriting requirements for voluntary business. Some states also limit or impose restrictions on the ability of an insurer to withdraw from certain classes of business. For example, Massachusetts, New York, and California each impose material restrictions on a company’s ability to materially reduce its exposures or to withdraw from certain lines of business in their respective states. The state insurance departments can impose significant charges on an insurer in connection with a market withdrawal or refuse to approve withdrawal plans on the grounds that they could lead to market disruption. Laws and regulations that limit cancellation and non-renewal of policies or that subject withdrawal plans to prior approval requirements may significantly restrict our ability to exit unprofitable markets.

Over the past several years, other state-sponsored insurers, reinsurers or involuntary pools have increased, particularly in those states which have Atlantic or Gulf Coast storm exposures. As a result, the potential assessment exposure of insurers doing business in such states and the attendant collection risks have increased. Such actions and related regulatory restrictions may limit our ability to reduce our potential exposure to hurricane-related losses.

The insurance laws of many states subject property and casualty insurers doing business in those states to statutory property and casualty guaranty fund assessments. The purpose of a guaranty fund is to protect policyholders by requiring that solvent property and casualty insurers pay insurance claims of insolvent insurers. These guaranty associations generally pay these claims by assessing solvent insurers proportionately based on the insurer’s share of voluntary premiums written in the state. While most guaranty associations provide for recovery of assessments through subsequent rate increases, surcharges or premium tax credits, there is no assurance that insurers will ultimately recover these assessments, which could be material, particularly following a large catastrophe or in markets which become disrupted.

We are subject to periodic financial and market conduct examinations conducted by state insurance departments. We are also required to file annual and other reports with state insurance departments relating to the financial condition of our insurance subsidiaries and other matters. The National Association of Insurance Commissioners (“NAIC”) and the Federal Insurance Office are each actively engaged in reviewing and considering proposed insurer risk-based capital standards, risk analysis, solvency assessments and other regulatory initiatives.

Chaucer

Chaucer is regulated by both the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”), who together have responsibility for the U.K. financial services industry, including insurers, insurance intermediaries and Lloyd’s. The PRA is responsible for the prudential supervision of, among other financial institutions, Lloyd’s insurers, with a particular focus on financial stability. The FCA focuses on conduct of business issues, with a particular focus on consumer protection and market integrity. In addition, Chaucer is supervised by the Council of Lloyd’s, which is the franchisor for all Lloyd’s operations.

The PRA, FCA and Council of Lloyd’s have common objectives in ensuring the appropriate regulation of the Lloyd’s market and, to minimize duplication, the PRA and FCA have arrangements with Lloyd’s for co-operation on supervision and enforcement. Lloyd’s, which is regulated by both the PRA and FCA, has responsibility under the Lloyd’s Act 1982 (“the Lloyd’s Act”) for the implementation of certain PRA and FCA prescribed rules relating to the operation of the Lloyd’s market. Lloyd’s prescribes, in respect of its managing agents and corporate members, minimum standards relating to their management and control, solvency and various other requirements. The PRA and FCA directly monitor compliance of Lloyd’s managing agents with the systems and controls that Lloyd’s prescribes.

The Council of Lloyd’s has wide discretionary powers to regulate Lloyd’s underwriting. For example, it may change the basis of allocation for syndicate expenses or the capital requirements for syndicate participations. Exercising any of these powers might affect the return on an investment of the corporate member, such as Chaucer, in a given underwriting year. In addition, the annual business plans of each syndicate are subject to the review and approval of the Lloyd’s Franchise Board, which is responsible for business planning and monitoring for all syndicates.

13

 


 

We participate in the Lloyd’s market through our ownership of CSL, a managing agent with responsibility for the management of Syndicates 1084 and 1176, for which we provide capital to support their underwriting activities. Our membership in Lloyd’s requires us to comply with its bylaws and regulations, the Lloyd’s Act and the applicable provisions of the Financial Services and Markets Act of 2000. These include the requirement to provide capital (referred to as “Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount agreed with by Lloyd’s under the capital setting regime of the PRA. The completion of an annual capital adequacy exercise enables each corporate member to calculate the capital required. These requirements allow Lloyd’s to evaluate whether each corporate member has sufficient assets to meet its underwriting liabilities plus a required solvency margin.

If a corporate member of Lloyd’s is unable to meet its policyholder obligations, such obligations may be payable by the Lloyd’s Central Fund, which acts similar to a state guaranty fund in the U.S. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on all current Lloyd’s members. The Council of Lloyd’s has discretion to call or assess up to 3% of a member’s underwriting capacity as a Central Fund contribution.

Solvency II

In 2009, the European Union (“E.U.”) adopted a directive covering capital requirements, risk management and regulatory reporting for insurance organizations. The directive, known as Solvency II, imposes economic risk-based solvency requirements across all E.U. member states that comprise three “pillars”. First, there are quantitative capital requirements, based on a valuation of the entire balance sheet of an insurance organization. Second, Solvency II requires insurance organizations to undertake a qualitative regulatory review, including governance, internal controls, enterprise risk management and the supervisory review process. Third, to enhance market discipline, insurance organizations must report their financial conditions to regulators. W e believe that we are in compliance with the new regulatory regime ,   which commenced January 1, 2016 .

Other

In addition to the U.K. and E.U. regulations, Chaucer is subject to regulation in the U.S through the Lloyd’s market. The Lloyd’s market has licenses to engage in insurance business in Illinois, Kentucky and the U.S. Virgin Islands and operates as an eligible excess and surplus lines insurer in all other states and territories. Lloyd’s is also an accredited reinsurer in all states and territories. Lloyd’s maintains various trust funds in the state of New York to protect its U.S. business and is subject to regulation by the New York Insurance Department, which acts as the domiciliary department for Lloyd’s U.S. trust funds. There are also deposit trust funds in other U.S. states to support Lloyd’s excess and surplus lines insurance and reinsurance business.

See also Note 1 8 — “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

INVOLUNTARY RESIDUAL MARKETS

As a condition of our license to write business in various domestic states and international jurisdictions, we are required to participate in mandatory property and casualty residual market mechanisms which provide insurance coverages where such coverage may not otherwise be available at rates deemed reasonable. Such mechanisms provide coverage primarily for personal and commercial property, personal and commercial automobile, and workers’ compensation, and include assigned risk plans, reinsurance facilities and involuntary pools, joint underwriting associations, fair access to insurance requirements (“FAIR”) plans, and commercial automobile insurance plans.

For example, since most states compel the purchase of a minimal level of automobile liability insurance, states have developed shared market mechanisms to provide the required coverages and in many cases, optional coverages, to those drivers who, because of their driving records or other factors, cannot find insurers who will insure them voluntarily. Also, FAIR plans and other similar property insurance shared market mechanisms increase the availability of property insurance in circumstances where homeowners are unable to obtain insurance at rates deemed reasonable, such as in coastal areas or in areas subject to other hazards. Licensed insurers writing business in such states are often required to pay assessments to cover reserve deficiencies generated by such plans.

With respect to FAIR plans and other similar property insurance shared market mechanisms that have significant exposures, it is difficult to accurately estimate our potential financial exposure for future events. Assessments following a large coastal event, particularly affecting Massachusetts, Florida, Louisiana or New York, could be material to our results of operations. Our participation in such shared markets or pooling mechanisms is generally proportional to our direct writings for the type of coverage written by the specific pooling mechanism in the applicable state or other jurisdiction. For example, we are subject to mandatory participation in the Michigan Assigned Claims (“MAC”) facility. MAC is an assigned claim plan covering people injured in uninsured motor vehicle accidents. Our participation in the MAC facility is based on our share of personal and commercial automobile direct written premium in the state and resulted in underwriting losses of $ 12.1 million in 2015, $ 11.7 million in 2014 and $15.0 million in 2013. Additionally, Chaucer’s U.K. motor line was subject to similar mandatory assessments from the U.K. Motor Insurance Bureau (“MIB”) and these assessments were $2.0 million in 2015, $4.0 million in 2014 and $4.3 million in 2013. There were no other mandatory residual market mechanisms that were significant to our 2015, 2014 or 2013 results of operations.

14

 


 

RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

Reference is made to “Results of Operations - Segments – Reserve for Losses and Loss Adjustment Expenses” of Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

The following table reconciles reserves determined in accordance with accounting practices prescribed or permitted by U.S. insurance statutory authorities (“U.S. Statutory”) and the U.K. financial services regulatory authorities (“U.K. Statutory”) for our domestic and Chaucer operations, respectively, to reserves determined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The primary difference between the U.S. Statutory reserves and our U.S. GAAP reserves is the requirement, on a U.S. GAAP basis, to present reinsurance recoverables as an asset, whereas U.S. Statutory guidance provides that reserves are reflected net of the corresponding reinsurance recoverables. There are no significant differences between U.K. Statutory reserves and our U.S. GAAP reserves. We do not use discounting techniques in establishing U.S. GAAP reserves for losses and LAE, nor have we participated in any loss portfolio transfers or other similar transactions.

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

U.S. Statutory reserve for losses and LAE

 

$

2,995.6 

 

$

2,819.0 

 

$

2,725.0 

U.K. Statutory reserve for losses and LAE

 

 

2,369.4 

 

 

2,421.0 

 

 

2,373.9 

Total Statutory reserve for losses and LAE

 

 

5,365.0 

 

 

5,240.0 

 

 

5,098.9 

U.S. GAAP adjustments:

 

 

 

 

 

 

 

 

 

Reinsurance recoverables on unpaid losses of our U.S.

 

 

 

 

 

 

 

 

 

insurance subsidiaries

 

 

1,295.3 

 

 

1,256.3 

 

 

1,242.2 

Reserves for discontinued operations

 

 

(89.2)

 

 

(113.6)

 

 

(120.4)

Other

 

 

3.3 

 

 

9.0 

 

 

10.8 

U.S. GAAP reserve for losses and LAE

 

$

6,574.4 

 

$

6,391.7 

 

$

6,231.5 

Reserves for discontinued operations of our U.S. insurance subsidiaries are included in liabilities of discontinued operations for U.S. GAAP and loss and loss adjustment expenses for Statutory reporting.

15

 


 

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE RESERVE DEVELOPMENT

The following table sets forth the development of our U.S. GAAP reserves (net of reinsurance recoverables) for unpaid losses and LAE from 2005 through 2015. This table includes our Chaucer segment U.S. GAAP reserves beginning December 31, 2011. Conditions and trends that have affected reserve development in the past will not necessarily recur in the future. It is not appropriate to extrapolate future favorable or unfavorable development based on amounts experienced in prior periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

 

2010

 

 

2009

 

 

2008

 

 

2007

 

 

2006

 

 

2005

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net reserve for losses and LAE (1)

 

$

4,293.6 

 

$

4,408.7 

 

$

4,201.1 

 

$

4,122.7 

 

$

3,828.5 

 

$

2,162.2 

 

$

2,093.7 

 

$

2,214.9 

 

$

2,227.2 

 

$

2,276.5 

 

$

2,354.1 

Cumulative amount paid as of: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

 

 

 

1,449.7 

 

 

1,398.9 

 

 

1,469.8 

 

 

1,396.5 

 

 

840.7 

 

 

738.6 

 

 

788.5 

 

 

711.1 

 

 

689.9 

 

 

729.5 

Two years later

 

 

 

 

 

 

 

 

2,245.6 

 

 

2,264.0 

 

 

2,172.6 

 

 

1,277.9 

 

 

1,120.3 

 

 

1,126.8 

 

 

1,050.5 

 

 

1,061.8 

 

 

1,121.9 

Three years later

 

 

 

 

 

 

 

 

 

 

 

2,775.5 

 

 

2,650.0 

 

 

1,543.6 

 

 

1,355.8 

 

 

1,362.8 

 

 

1,222.7 

 

 

1,268.4 

 

 

1,368.3 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,953.6 

 

 

1,726.0 

 

 

1,487.2 

 

 

1,500.5 

 

 

1,346.8 

 

 

1,364.7 

 

 

1,499.6 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,819.0 

 

 

1,591.3 

 

 

1,577.6 

 

 

1,426.6 

 

 

1,438.8 

 

 

1,555.7 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,651.1 

 

 

1,644.5 

 

 

1,473.9 

 

 

1,493.9 

 

 

1,606.3 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,687.0 

 

 

1,518.4 

 

 

1,527.5 

 

 

1,647.8 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,547.5 

 

 

1,561.4 

 

 

1,676.7 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,588.6 

 

 

1,706.0 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,730.2 

Net reserve re-estimated as of: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of year

 

 

4,293.6 

 

 

4,408.7 

 

 

4,201.1 

 

 

4,122.7 

 

 

3,828.5 

 

 

2,162.2 

 

 

2,093.7 

 

 

2,214.9 

 

 

2,227.2 

 

 

2,276.5 

 

 

2,354.1 

One year later

 

 

 

 

 

4,276.9 

 

 

4,066.1 

 

 

4,052.0 

 

 

3,841.6 

 

 

2,094.4 

 

 

1,982.6 

 

 

2,059.6 

 

 

2,075.6 

 

 

2,140.1 

 

 

2,274.1 

Two years later

 

 

 

 

 

 

 

 

4,058.3 

 

 

3,989.3 

 

 

3,843.2 

 

 

2,090.5 

 

 

1,916.4 

 

 

1,973.3 

 

 

1,865.7 

 

 

2,011.0 

 

 

2,158.8 

Three years later

 

 

 

 

 

 

 

 

 

 

 

3,980.5 

 

 

3,819.3 

 

 

2,124.2 

 

 

1,902.7 

 

 

1,930.8 

 

 

1,793.7 

 

 

1,852.7 

 

 

2,075.0 

Four years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,803.7 

 

 

2,163.7 

 

 

1,923.4 

 

 

1,922.6 

 

 

1,770.6 

 

 

1,810.9 

 

 

1,965.3 

Five years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,172.8 

 

 

1,950.5 

 

 

1,939.7 

 

 

1,773.2 

 

 

1,793.9 

 

 

1,936.4 

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,946.6 

 

 

1,961.1 

 

 

1,779.4 

 

 

1,798.0 

 

 

1,922.4 

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,952.6 

 

 

1,793.4 

 

 

1,802.4 

 

 

1,924.6 

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,782.7 

 

 

1,814.7 

 

 

1,929.1 

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,805.8 

 

 

1,939.6 

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,932.6 

Cumulative net redundancy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(deficiency) (4)

 

$

 -

 

$

131.8 

 

$

142.8 

 

$

142.2 

 

$

24.8 

 

$

(10.6)

 

$

147.1 

 

$

262.3 

 

$

444.5 

 

$

470.7 

 

$

421.5 

Adjustment for foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

exchange (3)

 

 

 -

 

 

(37.5)

 

 

(60.2)

 

 

(32.4)

 

 

1.2 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Cumulative net redundancy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(deficiency) excluding foreign currency exchange (3) (4)

 

$

 -

 

$

94.3 

 

$

82.6 

 

$

109.8 

 

$

26.0 

 

$

(10.6)

 

$

147.1 

 

$

262.3 

 

$

444.5 

 

$

470.7 

 

$

421.5 

Gross reserves for losses and LAE

 

$

6,574.4 

 

$

6,391.7 

 

$

6,231.5 

 

$

6,197.0 

 

$

5,760.3 

 

$

3,277.7 

 

$

3,153.9 

 

$

3,203.1 

 

$

3,167.7 

 

$

3,166.0 

 

$

3,461.7 

Reinsurance recoverables

 

 

2,280.8 

 

 

1,983.0 

 

 

2,030.4 

 

 

2,074.3 

 

 

1,931.8 

 

 

1,115.5 

 

 

1,060.2 

 

 

988.2 

 

 

940.5 

 

 

889.5 

 

 

1,107.6 

Net liability

 

$

4,293.6 

 

$

4,408.7 

 

$

4,201.1 

 

$

4,122.7 

 

$

3,828.5 

 

$

2,162.2 

 

$

2,093.7 

 

$

2,214.9 

 

$

2,227.2 

 

$

2,276.5 

 

$

2,354.1 

Re-estimated gross reserve for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses and LAE

 

$

 -

 

$

6,259.0 

 

$

6,048.5 

 

$

6,022.3 

 

$

5,700.7 

 

$

3,460.1 

 

$

3,261.9 

 

$

3,254.1 

 

$

3,065.8 

 

$

3,057.4 

 

$

3,444.3 

Re-estimated reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

recoverables

 

 

 -

 

 

1,982.1 

 

 

1,990.2 

 

 

2,041.8 

 

 

1,897.0 

 

 

1,287.3 

 

 

1,315.3 

 

 

1,301.5 

 

 

1,283.1 

 

 

1,251.6 

 

 

1,511.7 

Re-estimated net liability

 

$

 -

 

$

4,276.9 

 

$

4,058.3 

 

$

3,980.5 

 

$

3,803.7 

 

$

2,172.8 

 

$

1,946.6 

 

$

1,952.6 

 

$

1,782.7 

 

$

1,805.8 

 

$

1,932.6 

Cumulative gross redundancy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(deficiency) (4)

 

$

 -

 

$

132.7 

 

$

183.0 

 

$

174.7 

 

$

59.6 

 

$

(182.4)

 

$

(108.0)

 

$

(51.0)

 

$

101.9 

 

$

108.6 

 

$

17.4 

 

 

16

 


 

(1)

Sets forth the estimated net liability for unpaid losses and LAE recorded at the balance sheet date at the end of each of the indicated years; represents the estimated amount of net losses and LAE for claims arising in the current and all prior years that are unpaid at the balance sheet date, including incurred but not reported (“IBNR”) reserves.

(2)

Cumulative loss and LAE payments made in succeeding years for losses incurred prior to the balance sheet date. Chaucer claims payments denominated in foreign currencies are converted to U.S. dollars at the average foreign exchange rates during the year of payment and are not revalued at the current year foreign exchange rates. Because claims paid in prior years are not revalued at the current year’s foreign exchange rates, the difference between the cumulative claims paid at the end of any given year and the immediately previous year represents the claims paid during the year.

(3)

Re-estimated amount of the previously recorded liability based on experience for each succeeding year; increased or decreased as payments are made and more information becomes known about the severity of remaining unpaid claims. Chaucer unpaid losses and LAE denominated in foreign currencies are re-estimated using the foreign exchange rates in effect as of each respective re-estimation date. For example, 2013 reserves re-estimated one year later are re-estimated using the December 31, 2014 rates and two years later are re-estimated using December 31, 2015 rates. The resulting cumulative foreign exchange translation effect is shown as an adjustment to the cumulative net redundancy (deficiency) based on the rates in effect as of December 31, 2015.

(4)

Cumulative redundancy or deficiency at December 31, 2015 of the net and gross reserve amounts shown in the corresponding column. A redundancy in reserves means the reserves established in prior years exceeded actual losses and LAE or were re-evaluated at less than the original reserved amount. A deficiency in reserves means the reserves established in prior years were less than actual losses and LAE or were re-evaluated at more than the original reserved amount.

REINSURANCE

Reinsurance Program Overview

We maintain ceded reinsurance programs designed to protect against large or unusual loss and LAE activity. We utilize a variety of reinsurance agreements, which are intended to control our individual policy and aggregate exposure to large property and casualty losses, stabilize earnings and protect capital resources. These programs include facultative reinsurance (to limit exposure on a specified policy); specific excess and proportional treaty reinsurance (to limit exposure on individual policies or risks within specified classes of business); and catastrophe excess of loss reinsurance (to limit exposure to any one event that might impact more than one individual contract). Catastrophe reinsurance protects us, as the ceding insurer, from significant losses arising from a single event including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, severe winter weather, fire, explosions and terrorism. We determine the appropriate amount of reinsurance based upon our evaluation of the risks insured, exposure analyses prepared by consultants, our risk appetite and on market conditions, including the availability and pricing of reinsurance.

We cede to reinsurers a portion of our risk based upon insurance policies subject to such reinsurance. Reinsurance contracts do not relieve us from our obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to us. We believe that the terms of our reinsurance contracts are consistent with industry practice in that they contain standard terms with respect to lines of business covered, limit and retention, arbitration and occurrence. We believe our reinsurers are financially sound, based upon our ongoing review of their financial statements, financial strength ratings assigned to them by rating agencies, their reputations in the reinsurance marketplace, our collections history, advice from third parties, and the analysis and guidance of our reinsurance advisors.

Although we exclude coverage of nuclear, chemical or biological events from the Personal Lines and Commercial Lines policies we write in the U.S., we are statutorily required to provide this coverage in our workers’ compensation policies. We have workers’ compensation reinsurance coverage under our casualty reinsurance treaty of approximately $ 80 million for terrorism losses , limited to approximately $10 million for losses that result from nuclear, chemical or biolog ical events. All other U.S.-based exposure or treaties exclude such coverage. Further, under TRIPRA, our retention of U.S. domestic losses in 2016 from such events, if deemed certified terrorist events, is limited to 16% of losses in excess of an approxima te $38 1 million deductible, up to a combined annual aggregate limit for the federal government and all insurers of $100 billion. Such events could be material to our financial position or results of operations. See “Terrorism” for additional information.

Reference is made to Note 1 6  — “Reinsurance” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K. Reference is also made to “Involuntary Residual Markets”.

Commercial and Personal Lines

Our 2016 reinsurance program for our Commercial Lines and Personal Lines segments is substantially consistent with our 2015 program design. The following discussion summarizes both our 2015 and 2016 reinsurance programs for our Commercial Lines and Personal Lines segments (excluding coverage available under the U.S. federal terrorism program which is described under “Terrorism”), but does not purport to be a complete description of the program or the various restrictions or limitations which may apply:

·

Our Commercial Lines and Personal Lines segments were primarily protected by a property catastrophe occurrence treaty, a property per risk excess of loss treaty, as well as a casualty excess of loss treaty, with retentions of $200 million, $2 million, and $2 million, respectively. We have lower retentions in place for certain lines, as discussed below.

·

The property catastrophe occurrence treaty provides coverage, on an occurrence basis, up to $1.1 billion countrywide, less a $200 million retention, with no co-participation, for all defined perils. As of July 1, 2015, the program was completely placed on a multi-year basis.

·

The property per risk excess of loss treaty provides coverage, on a per risk basis, up to $100 million, less a $2 million retention, with no co-participations.

17

 


 

·

The casualty excess of loss treaty provides coverage, on a per occurrence basis for each loss, up to $75 million less a $2 million retention, with no co-participation. Umbrella and excess liability lines share coverage with casualty lines within the $2 million to $10 million layers, subject to a maximum umbrella limit of $5 million. There is also separate umbrella and excess liability only coverage that provides protection in both 2015 and 2016 for the $5 million to $25 million layer. The 2015 casualty program provides coverage for management liability, professional liability and healthcare lines in a $1 million to $2 million layer, whereas the 2016 casualty program will provide coverage for management liability and healthcare lines in a $1 million to $2 million layer, with co-participation of 50% for management liability.

·

For 2015 and 2016, Commercial Lines segments are further protected by excess of loss treaty agreements for specific lines of business. For example, the surety and fidelity bond excess of loss treaty provides coverage, on a per principal basis, up to $40 million, less a $5 million retention, with co-participations ranging from 5% to 15% for individual layers placed within the treaty.

·

In addition to certain layers of coverage from our Commercial and Personal Lines segment reinsurance program as described above, the Commercial Lines AIX Holdings, Inc. (“AIX”) program business also includes surplus share, quota share, excess of loss, facultative and other forms of reinsurance that cover the writings from AIX specialty and proprietary programs. There are approximately 48 different AIX programs, and the reinsurance structure is customized to fit the exposure profile for each program.

Our intention is to renew the surety and fidelity bond treaty, the property per risk excess of loss treaty and the property catastrophe treaty in July 2016 with the same or similar terms and conditions, but there can be no assurance that we will be able to maintain our current levels of reinsurance, pricing and terms and conditions. Our 2016 casualty excess of loss treaty is effective January 1, 2016 for a twelve month period.

Chaucer

Chaucer’s 2016 reinsurance program is substantially consistent with the 2015 program design. The 2015 and 2016 Chaucer reinsurance programs contain a combination of reinsurance treaties that either provide coverage across several lines or are specific to individual lines of business or classes of business within certain lines. Generally, for each line or class of Chaucer’s business, there are a variety of proportional, excess of loss (mainly occurrence basis), facultative and other treaty forms, which work in conjunction to manage against severity, and to a certain extent, frequency. Chaucer’s 2016 net retentions are generally consistent with the 2015 and 2014 levels.

The Chaucer programs described below are substantially in place as of February 1, 2016 and we expect to implement throughout the year any remaining parts of the program as described; however, there can be no assurances that we will be successful in placing reinsurance for each line as planned. The following discussion summarizes both our 2015 and 2016 reinsurance programs for the Chaucer segment, but does not purport to be a complete description of the program or the various restrictions or limitations which may apply. The limit figures below are presented net of treaty co-participation.

We purchase proportional and non-proportional reinsurance, which is intended to provide sufficient underwriting capacity to effectively conduct business in the Lloyd’s market and to protect against frequency and severity of losses.

For the property lines reinsurance coverage in 2015 and 2016:

·

The direct property catastrophe occurrence reinsurance for selected international territories provides coverage up to approximately $38 million and $44 million, less retentions of approximately $8 millio n for both years.

·

The assumed property catastrophe reinsurance for selected international territories provides coverage up to approximately $104 million and $108 million, less retentions of approximately $19 million for both years. Additionally, the assumed property catastrophe occurrence reinsurance for the United States, Canada, the Caribbean and Mexico provides coverage up to approximately $110 million and $114 million, less retentions of approximately $25 million for both years. For both 2015 and 2016, our assumed property catastrophe coverage is placed partially on an occurrence, and partially on an aggregate basis.

·

The direct property per risk excess of loss reinsurance provides coverage up to approximately $10 million for both years, less retentions of approximately $3 million for both years.

·

The assumed property per risk excess of loss reinsurance provides coverage up to approximately $10 million for both years, less retentions of approximately $5 million for both years.

 

18

 


 

The majority of the casualty direct and facultative portfolio has reinsurance coverage in 2015 and 2016 of up to approximately $29 million and $38 million, less a retention of approximately $2 million for both years. The US casualty treaty portfolio has workers’ compensation catastrophe reinsurance coverage of up to $63 million in 2015 and 2016, less a retention of $8 million for both years.

For the energy, marine and aviation lines reinsurance coverage in 2015 and 2016:

·

The nuclear energy lines occurrence reinsurance provides coverage up to approximately $163 million and $197 million, less retentions of approximately $51 million for both years. 

·

The non-nuclear energy lines occurrence reinsurance provides coverage up to approximately $140 million for both years, less retentions of approximately $20 million and $15 million, respectively.

·

The direct marine lines excess of loss reinsurance provides coverage, on a per occurrence basis, up to approximately $101 million and $102 million, respectively, less retentions of approximately $5 million for both years.

·

The assumed marine excess of loss reinsurance provid es coverage, on an occurrence basis, up to approximately $30 million for both years, less retentions of approximately $7 million for both years. 

·

The direct political violence lines reinsurance provides coverage, on a per occurrence basis, up to approximately $76 million and $106 million, respectively, less retentions of approximately $8 million for both years.

·

The direct political risks lines reinsurance provides coverage on a per risk basis, up to approximately $16 million and $13 million , less retentions of $4 million and $3 million, respectively. The direct credit lines reinsurance provides coverage on a per risk basis, up to approximately $8 million and $7 million, less retentions of $2 million and $3 million, respectively. In addition, event coverage is provided for both lines of business up to $30 million , less retentions of $10 million for both years.

·

The aviation lines reinsurance provides coverage, on a per occurrence basis, up to approximately $48 million and $63 million, respectively, less retentions of approximately $3 million for both years.

Prior to its transfer, the U.K. motor line had protection from a reinsurance program placed on a losses occurring basis, which was unlimited in excess of $1.5 million, both in terms of the amount and the number of losses sustained. For 2015, there was co-participation on the $1.5 million in excess of $1.5 million layer of 9.5%. Since the transfer on June 30, 2015, the U.K. motor line is 100% reinsured.

For Chaucer’s 2015 and 2016 U.S. casualty treaty lines, we have entered into a whole account aggregate excess of loss contract.  For 2015 and 2016, the contract covers the U.S. casualty treaty lines exposures, except specialty risks and workers’ compensation clash, and provides coverage up to a 117% loss ratio, less retention of a 47% loss ratio. This contract does not meet the risk transfer requirements of GAAP and is accounted for using the deposit accounting method.  The deposit asset for this contract was approximately $32 million as of December 31, 2015.

Reinsurance Recoverables

Ot her than our investment portfolio, the single largest asset class is our reinsurance receivables, which consist of our estimate of amounts recoverable from reinsurers with respect to losses incurred to date (including losses incurred but not reported) and unearned premiums, net of amounts estimated to be uncollectible. This estimate depends upon a number of factors, including an estimate of the amount of reserves attributable to business written in various lines and in various years. This estimate is expected to be revised at each reporting period and such revisions, which could be material, affect our results of operations and financial position. Reinsurance recoverables include amounts due from both United States and state mandatory reinsurance or other risk sharing mechanisms, and private reinsurers to whom we have voluntarily ceded business.

We are subject to concentration of risk with respect to reinsurance ceded to various mandatory residual markets, facilities and pooling mechanisms. As a condition to conduct business in various states, we are required to participate in residual market mechanisms, facilities and pooling arrangements which usually are designed to provide insurance coverages to individuals or other entities that are otherwise unable to purchase such coverage voluntarily or at rates deemed reasonable. These market mechanisms, facilities and pooling arrangements comprise $921.3 million of our total reinsurance recoverables on paid and unpaid losses and unearned premiums at December 31, 2015 and include, among others, the Michigan Catastrophic Claims Association (“MCCA”).

19

 


 

The MCCA is a mandatory reinsurance association which reinsures claims under Michigan’s unlimited personal injury protection coverage which is required under all Michigan automobile insurance policies. The MCCA reinsures all such claims in excess of a statutorily established company retention, currently $545,000. Funding for MCCA comes from assessments against automobile insurers based upon their share of insured automobiles in the state. Insurers are allowed to pass along this cost to Michigan automobile policyholders. This recoverable accounted for 64% of our total personal automobile gross reserves at both December 31, 2015 and 2014. Reinsurance recoverables related to MCCA were $906.5 million and $899.5 million at December 31, 2015 and 2014, respectively. Because the MCCA is supported by assessments permitted by statute, and there have been no significant uncollectible balances from MCCA identified during the three years ending December 31, 2015, we believe that we have no significant exposure to uncollectible reinsurance balances from this entity.

In addition to the reinsurance ceded to various residual market mechanisms, facilities and pooling arrangements we have $1,713.7 million of reinsurance assets due from traditional reinsurers as of December 31, 2015. These amounts are due principally from highly-rated reinsurers, defined as rated A- or higher by A.M. Best Rating Agency or other equivalent rating. The following table displays balances recoverable from our ten largest reinsurance groups at December 31, 2015, along with the group’s rating from the indicated rating agency. The contractual obligations under reinsurance agreements are typically with individual subsidiaries of the group or syndicates at Lloyd’s and are not typically guaranteed by other group members or syndicates at Lloyd’s. Reinsurance recoverables are comprised of paid losses recoverable, outstanding losses recoverable, incurred but not reported losses recoverable, and ceded unearned premium.

 

 

 

 

 

 

 

REINSURERS

 

A.M.  Best Rating

 

 

Reinsurance Recoverable

(in millions)

 

 

 

 

 

Lloyd's Syndicates

 

A

 

$

606.5 

Munich Reinsurance Companies

 

A+

 

 

143.6 

HDI Group

 

A

 

 

119.7 

Alleghany Corporation

 

A

 

 

99.6 

XL Group PLC

 

A

 

 

93.4 

Partner Re Ltd. Companies

 

A

 

 

72.8 

Swiss Re Ltd.

 

A+

 

 

59.6 

Toa Reinsurance Company Ltd.

 

A+

 

 

48.5 

Third Point Reinsurance Ltd.

 

A-

 

 

44.1 

AXIS Capital Holdings Limited

 

A+

 

 

31.4 

Subtotal

 

 

 

 

1,319.2 

All other reinsurers

 

 

 

 

394.5 

Residual markets, facilities and pooling arrangements

 

 

 

 

921.3 

Total

 

 

 

$

2,635.0 

Reinsurance recoverable balances in the table above are shown before consideration of balances owed to reinsurers and any potential rights of offset, including collateral held by us, and are net of an allowance for uncollectible recoverables. Reinsurance treaties are generally purchased on an annual basis. Treaties typically contain provisions that allow us to demand that a reinsurer post letters of credit or assets as security if a reinsurer is an unauthorized reinsurer under applicable regulations or if its rating falls below a predetermined contractual level. In regards to reinsurance recoverables due from Lloyd’s Syndicates, as part of the Lloyd’s “chain of security” afforded to all of its policyholders, recourse is available to the Lloyd’s Central Fund in the event of the failure of an individual syndicate and its capital providers.

Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, ceded reinsurance arrangements do not eliminate our obligation to pay claims to our policyholders. Accordingly, we bear credit risk with respect to our reinsurers. Specifically, our reinsurers may not pay claims made by us on a timely basis, or they may not pay some or all of these claims. In addition, from time to time insurers and reinsurers may disagree on the scope of the reinsurance or on the underlying insured risks. Any of these events would increase our costs and could have a material adverse effect on our business.

We have established a reserve for uncollectible reinsurance of $9.7 million as of December 31, 2015, which was determined by considering reinsurer specific default risk on paid and unpaid recoverables as indicated by their financial strength ratings, any current risk of dispute on paid recoverables, our collection experience and the development of our ceded loss reserves. There have been no significant balances determined to be uncollectible and thus no significant charges recorded during 2015 for uncollectible reinsurance recoverables.

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Our exposure to credit risk from any one reinsurer is managed through diversification by reinsuring with a number of different reinsurers, principally in the United States and European reinsurance markets. When reinsurance for our Commercial and Personal Lines segments is placed, our standards of acceptability generally require that a reinsurer must have a minimum policyholder surplus of $500 million, a rating from A.M. Best and/or S&P of “A” or better, or an equivalent financial strength if not rated. Similarly, the Chaucer segment generally requires all reinsurers to have a rating from S&P of “A-” or better and minimum level of net assets of $500 million. In addition, for lower rated reinsurers, certain reinsurers for our United States insurance operations that have not been granted authorized status by an insurance company’s state of domicile, and in certain other circumstances, reinsurers must generally provide collateral equal to 100% of estimated reinsurance recoverables. The collateral can serve to mitigate credit risk.

DISCONTINUED OPERATIONS

Discontinued operations primarily include our former life insurance businesses, which were sold prior to 2009, and our discontinued accident and health business.

Our former life insurance businesses include indemnity obligations for which we have established reserves.

The discontinued accident and health business includes interests in 25 accident and health reinsurance pools and arrangements that we retained subsequent to the sale of First Allmerica Financial Life Insurance Company (“FAFLIC”), all of which were assumed by Hanover Insurance in connection with the transaction. We ceased writing new premiums in this business in 1999, subject to certain contractual obligations. The reinsurance pool business consists primarily of the medical and disability portions of workers’ compensation risks, long-term care, assumed personal accident, individual medical, long-term disability, and special risk business. This business also includes residual health insurance policies. Total claim reserves for the assumed accident and health business wer e $ 88.7 million at December 31, 2015, net of recoverables from third party reinsurers of  $ 0.5  m illion at December 31, 2015. Assets and liabilities related to the discontinued accident and health business are reflected as assets and liabilities of discontinued operations.

Loss estimates associated with substantially all of the discontinued accident and health business are provided by managers of each pool. We adopt reserve estimates for this business that consider this information, expected returns on assets assigned to this business and other facts. We update these reserves as new information becomes available and further events occur that may affect the ultimate resolution of unsettled claims. We believe that the reserves recorded related to this business are adequate. However, since reserve and loss cost estimates related to the discontinued accident and health business are dependent on several assumptions, including, but not limited to, future health care costs, persistency of medical care inflation, investment performance, claims, particularly in the long-term care business, morbidity and mortality assumptions, and these assumptions can be impacted by technical developments and advancements in the medical field and other factors, there can be no assurance that the reserves established for this business will prove sufficient. Revisions to these reserves could have a material adverse effect on our results of operations for a particular quarterly or annual period or on our financial position.

Discontinued operations, in total, generated a net gain o f $0. 7 million during 2015, and primarily related to our former life insurance businesses. Reference is made to “Discontinued Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

INVESTMENT PORTFOLIO

We held $ 8.3 billion of investment assets, including cash and cash equivalents, at December 31, 201 5 . Approximately 84 % of our investment assets were comprised of fixed maturities, which included both investment grade and below investment grade public and private debt securities; 7 % consisted of equity securities;   5 % included other investments which consisted primarily of   mortgage and other loans, overseas deposits and limited partnerships ; and the remaining 4 % were comprised of cash and cash equivalents . These investments are generally of high quality and our fixed maturities and equities are broadly diversified across sectors of the fixed income and equity markets.

Opus manages our investment portfolio, including the selection and monitoring of external asset managers for our non-U.S. dollar fixed maturity portfolios, U.S. commercial mortgage loan participations and certain other investments. Our overall investment strategy is intended to balance investment income with credit and interest rate risk, while maintaining sufficient liquidity and providing the opportunity for capital growth. The asset allocation process takes into consideration the types of business written and the level of surplus required to support our different businesses and the risk return profiles of the underlying asset classes. We look to balance the goals of capital preservation, net investment income stability, liquidity and total return. For certain portfolios in which fixed maturities are denominated in U.K. pounds sterling and Euros, we employ two external asset managers with international market expertise to manage these portfolios.  Assets managed by these asset managers totaled approximately $ 372 million of non-U.S. dollar-denominated investments at December 31, 2015. We select and monitor managers based on investment style, performance and corporate governance.  

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The majority of our assets are invested in the fixed income markets. Through fundamental research and credit analysis, with a focus on value investing, we seek to identify a portfolio of stable income-producing higher quality U.S. government, foreign government, municipal, corporate, residential and commercial mortgage-backed securities and asset-backed securities. We have a general policy of diversifying investments both within and across major investment and industry sectors to mitigate credit and interest rate risk. We monitor the credit quality of our investments and our exposure to individual markets, borrowers, industries, sectors and, in the case of   commercial mortgage-backed securities and commercial mortgage loan participations, property types and geographic locations.

Investments held by our insurance subsidiaries are subject to diversification requirements under state insurance laws and other regulatory requirements. The investment portfolio duration is approximately 4.3 years and is generally maintained in the range of 1 to 2 times the duration of our insurance liabilities. We seek to maintain sufficient liquidity to support our cash flow requirements by monitoring the cash requirements associated with our insurance and corporate liabilities, laddering the maturities within the portfolio, closely monitoring our investment durations, holding high quality liquid public securities and managing the purchases and sales of assets.

Reference is made to “Investments” in Management’s Discussion and Analysis of the Financial Condition and Results of Operations of this Form 10-K.

RATING AGENCIES

Insurance companies are rated by rating agencies to provide both industry participants and insurance consumers information on specific insurance companies. Higher ratings generally indicate the rating agencies’ opinion regarding financial stability and a stronger ability to pay claims.

We believe that strong ratings are important factors in marketing our products to our agents and customers, since rating information is broadly disseminated and generally used throughout the industry. We believe that a rating of “A-” or higher from A.M. Best Co. is particularly important for our business. Insurance company financial strength ratings are assigned to an insurer based upon factors deemed by the rating agencies to be relevant to policyholders and are not directed toward protection of investors. Such ratings are neither a rating of securities nor a recommendation to buy, hold or sell any security.

EMPLOYEES

As of December 31, 2015, we had approximate ly 4 , 800 employees, with approximately 4 , 4 00 located in the United States, and 4 00 internationally, almost all of whom are located in the United Kingdom. We believe our relations with employees are good.

EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to “Directors and Executive Officers of the Registrant” i n Part III - Item 10 of this Form 10-K.

AVAILABLE INFORMATION

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, periodic information on Form 8-K, our proxy statement, and other required information with the Securities and Exchange Commission (“SEC”). Shareholders may read and copy any materials on file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Shareholders may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website, http://www.sec.gov, which contains reports, proxy and information statements and other information with respect to our filings.

Our website address is http://www.hanover.com. We make available free of charge on or through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, our Code of Conduct is available, free of charge, on our website. Our Corporate Governance Guidelines and the charters of our Audit Committee, Compensation Committee, Committee of Independent Directors and Nominating and Corporate Governance Committee, are available on our website. All documents are also available in print to any shareholder who requests them.

 

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ITEM  1A RISK FACTORS

RISK FACTORS AND FORWARD LOOKING STATEMENTS

We wish to caution readers that the following important factors, among others, in some cases have affected, and in the future could affect, our actual results and could cause our actual results to differ materially from historical results and from those expressed in any forward-looking statements made from time to time by us on the basis of our then-current expectations. When used in this Form 10-K, the words “believes”, “anticipates”, “expects”, “projections”, “outlook”, “should”, “could”, “plan”, “guidance”, “likely”, “on track to”, “targeted” and similar expressions are intended to identify forward-looking statements. Our businesses are in rapidly changing and competitive markets and involve a high degree of risk and unpredictability. Forward-looking projections are subject to these risks and unpredictability.

Our results may fluctuate as a result of cyclical or non-cyclical changes in the property and casualty insurance industry.

The property and casualty insurance industry historically has been subject to significant fluctuations and uncertainties. Our profitability is affected significantly by the following items:

·

increases in costs, particularly increases occurring after the time our insurance products are priced, including construction, automobile repair, and medical and rehabilitation costs. This includes “cost shifting” from health insurers to casualty and liability insurers (whether as a result of an increasing number of injured parties without health insurance, coverage changes in health policies to make such coverage secondary to casualty policies, the implementation of national healthcare legislation, lower reimbursement rates for the same procedure by health insurers or government-sponsored insurance, or the implementation of the Medicare Secondary Payer Act, which imposes reporting and other requirements with respect to medical and related claims paid for Medicare eligible individuals). As it relates to construction, there are often temporary increases in the cost of building supplies and construction labor after a significant event (for example, so called “demand surge” that causes the cost of labor, construction materials and other items to increase in a geographic area affected by a catastrophe). In addition, we are limited in our ability to negotiate and manage reimbursable expenses incurred by our policyholders;

·

competitive and regulatory pressures, which affect the prices of our products and the nature of the risks covered;

·

volatile and unpredictable developments, including severe weather, catastrophes and terrorist actions;

·

legal, regulatory and socio-economic developments, such as new theories of insured and insurer liability and related claims and extra-contractual awards such as punitive damages, and increases in the size of jury awards or changes in applicable laws and regulations (such as changes in the thresholds affecting “no fault” liability or when non-economic damages are recoverable for bodily injury claims or coverage requirements);

·

fluctuations in interest rates, inflationary pressures, default rates and other factors that affect investment returns; and

·

other general economic conditions and trends that may affect the adequacy of reserves.

The demand for property and casualty insurance can also vary significantly based on general economic conditions (either nationally or regionally and, with respect to our Chaucer segment, internationally), rising as the overall level of economic activity increases and falling as such activity decreases. Loss patterns also tend to vary inversely with local economic conditions, increasing during difficult economic times and moderating during economic upswings or periods of stability. The fluctuations in demand and competition could produce unpredictable underwriting results.

Actual losses from claims against our property and casualty insurance subsidiaries may exceed their reserves for claims.

Our property and casualty insurance subsidiaries maintain reserves to cover their estimated ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims incurred as of the end of each accounting period. Reserves do not represent an exact calculation of liability. Rather, reserves represent estimates, involving actuarial projections and judgments at a given time, of what we expect the ultimate settlement and administration of incurred claims will cost based on facts and circumstances then known, predictions of future events, estimates of future trends in claims frequency and severity and judicial theories of liability, costs of repair and replacement, legislative activity and myriad other factors.

The inherent uncertainties of estimating reserves are greater for certain types of property and casualty insurance lines. These include automobile bodily injury liability, automobile personal injury protection, and workers’ compensation, where a longer period of time may elapse before a definitive determination of ultimate liability may be made, environmental liability, where the technological, judicial and political climates involving these types of claims are continuously evolving, and casualty coverages such as professional liability. There is also greater uncertainty in establishing reserves with respect to new business, particularly new business that is generated with respect to newly introduced product lines, such as our management and professional liability and healthcare lines, by newly appointed agents or in geographies where we have less experience in conducting business. In these cases, there is less historical experience or knowledge and less data upon which the actuaries can rely. Estimating reserves is further complicated by unexpected claims or unintended coverages that emerge due to changing conditions. These emerging issues may increase the size or number of claims beyond our underwriting intent and may not become apparent for many years after a policy is issued. These losses are reflected as prior year reserve development.

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As an example of the challenges in estimating reserves , in 2015, although we experienced overall favorable prior year development, we experienced $53.7 million of net unfavorable reserve development in Other Commercial Lines related to accident years 2009 through 2013. Although we undertake underwriting actions designed to limit losses once emerging issues are identified, we remain subject to losses on policies issued during those years preceding the actions.

Additionally, the introduction of new Commercial Lines products, including through several acquired subsidiaries, the development of new niche and specialty lines and the introduction of new lines of business at Chaucer, present new risks. Certain new specialty products, such as the human services program, non-profit directors and officers liability and employment practices liability policies, lawyers and other professional liability policies, healthcare lines and private company directors and officers coverage may also require a longer period of time (the so-called “tail”) to determine the ultimate liability associated with the claims and may produce more volatility in our results and less certainty in our accident year reserves. Some lines of business, such as surety, are less susceptible to establishing reserves based on actuarial or historical experience and losses may be episodic, depending on economic and other factors.

We regularly review our reserving techniques, reinsurance and the overall adequacy of our reserves based upon, among other things:

·

our review of historical data, legislative enactments, judicial decisions, legal developments in imposition of damages, changes in political attitudes and trends in general economic conditions;

·

our review of per claim information;

·

historical loss experience of our property and casualty insurance subsidiaries and the industry as a whole; and

·

the terms of our property and casualty insurance policies.

Underwriting results and operating income could be adversely affected by further changes in our net loss and LAE estimates related to significant events or emerging risks, such as risks related to breaches of computer network systems (“cyber-risks”), privacy regulations or disruptions caused by major power grid failures or widespread electrical and electronic equipment failure due to aging infrastructure, natural factors like hurricanes, earthquakes and solar flares or man-made factors like terrorism.

Estimating losses following any major catastrophe or with respect to emerging claims is an inherently uncertain process. Factors that add to the complexity in these events include the legal and regulatory uncertainty, the complexity of factors contributing to the losses, delays in claim reporting and with respect to areas with significant property damage, the impact of “demand surge” and a slower pace of recovery resulting from the extent of damage sustained in the affected areas due, in part, to the availability and cost of resources to effect repairs. Emerging claims issues may involve complex coverage, liability and other costs which could significantly affect LAE. As a result, there can be no assurance that our ultimate costs associated with these events or issues will not be substantially different from current estimates (for example, actual losses arising from an event like Superstorm Sandy may vary widely depending on the interpretation of various policy provisions). Investors should consider the risks and uncertainties in our business that may affect net loss and LAE reserve estimates and future performance, including the difficulties in arriving at such estimates.

Anticipated losses associated with business interruption exposure, the impact of wind versus water as the cause of loss, disputes over the extent of damage caused by hail storms, supplemental payments on previously closed claims caused by the development of latent damages or new theories of liability and inflationary pressures could also have a negative impact on future loss reserve development.

Because of the inherent uncertainties involved in setting reserves and establishing current and prior-year “loss picks”, including those related to catastrophes, we cannot provide assurance that the existing reserves or future reserves established by our property and casualty insurance subsidiaries will prove adequate in light of subsequent events. Our results of operations and financial condition could therefore be materially affected by adverse loss development for events that we insured in prior periods.

Due to geographical concentration in our U.S. property and casualty business, changes in economic, regulatory and other conditions in the regions where we operate could have a significant negative impact on our business as a whole .   Geographic concentrations also expose us to losses that are potentially disproportionate to our market share in the event of natural or other catastrophes.

We generate a significant portion of our U.S. property and casualty insurance net premiums written and earnings in Michigan, Massachusetts and other states in the Northeast, including New York. For the year ended December 31, 2015, approximately 20 % and 10 % of our net premiums written in our U.S. property and casualty business were generated in the states of Michigan and Massachusetts, respectively. Many states in which we do business impose significant rate control and residual market charges, and restrict an insurer’s ability to exit such markets. The revenues and profitability of our property and casualty insurance subsidiaries are subject to prevailing economic, regulatory, demographic and other conditions, including adverse weather in Michigan and the Northeast. Because of our geographic concentration in certain regions, our business as a whole could be significantly affected by changes in the economic, regulatory and other conditions in such areas.

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Further, certain new catastrophe models assume an increase in frequency and severity of certain weather events, whether as a result of potential global climate change or otherwise. Financial strength rating agencies are placing increased emphasis on capital and reinsurance adequacy for insurers with certain geographic concentrations of risk which may be subject to disproportionate risk of loss. These factors also may result in insurers seeking to diversify their geographic exposure, which could result in increased regulatory restrictions in those markets where insurers seek to exit or reduce coverage, as well as an increase in competitive pressures in less weather-exposed markets.

Our profitability may be adversely affected if our pricing models differ materially from actual results.

The profitability of our business depends on the extent to which our actual claims experience is consistent with the assumptions we use in pricing our policies. We price our business in a manner that is intended to be consistent, over time, with actual results and return objectives. Our estimates and models, and/or the assumptions behind them, may differ materially from actual results.

If we fail to appropriately price the risks we insure, or fail to change our pricing model to appropriately reflect our current experience, or if our claims experience is more frequent or severe than our underlying risk assumptions, our profit margins may be negatively affected. If we underestimate the frequency and/or severity of extreme adverse events occurring, our financial condition may be adversely affected. If we overestimate the risks we are exposed to, we may overprice our products, and new business growth and retention of our existing business may be adversely affected.

Limitations on the ability to predict the potential impact of weather events and catastrophes may impact our future profits and cash flows.

Our business is subject to claims arising out of catastrophes that may have a significant impact on our results of operations and financial condition. We may experience catastrophe losses that could have a material adverse impact on our business. Catastrophes can be caused by various events, including hurricanes, floods, earthquakes, tornadoes, wind, hail, fires, drought, severe winter weather, volcanic eruptions, tropical storms, tsunamis, sabotage, terrorist actions, explosions, nuclear accidents, solar flares, and power outages. The frequency and severity of catastrophes are inherently unpredictable.

The extent of gross losses from a catastrophe is a function of the total amount of insured exposure in the area affected by the event and the severity of the event. The extent of net losses depends on the amount and collectability of reinsurance.

Additionally, the severity of certain catastrophes could be so significant that it impacts the ability of certain locations to recover their economic viability in the near term, which could also have a significant negative impact on our business.

Although catastrophes can cause losses in a variety of property and casualty lines, homeowners and commercial multiple peril property insurance have, in the past, generated the vast majority of our catastrophe-related claims. Our catastrophe losses have historically been principally weather-related, particularly from hurricanes, as well as snow and ice damage from winter storms. However, Chaucer’s international operations subject us to greater diversity in the types and geographic distribution of potential catastrophe losses. For example , Chaucer incurred catastrophe losses in 2015 from a port explosion in China ,   in 2014 from snowstorms in Japan, a hurricane in Mexico and tornado and hail storms in the U.S. and in 2013 from floods in Europe and hurricanes in Mexico.

Although the insurance industry and rating agencies have developed various models intended to help estimate potential insured losses under thousands of scenarios, there is no reliable way of predicting the probability of such events or the magnitude of such losses before a specific event occurs. We utilize various models and other techniques in an attempt to measure and manage potential catastrophe losses within various income and capital risk appetites. However, such models and techniques have many limitations. In addition, due to historical concentrations of business, regulatory restrictions and other factors, our ability to manage such concentrations is limited, particularly in the Northeast and in the state of Michigan.

We purchase catastrophe reinsurance as protection against catastrophe losses. Based upon an ongoing review of our reinsurers’ financial statements, financial strength ratings assigned to them by rating agencies, their reputations in the reinsurance marketplace, our collections history with them and the analysis and guidance of our reinsurance advisors, we believe that the financial condition of our reinsurers is sound. However, reinsurance is subject to counterparty risks, including those resulting from over-concentration of exposures within the industry. In setting our retention levels and coverage limits, we also consider our level of statutory surplus and exposures, as well as the current reinsurance pricing environment. Should we experience losses from one significant or several large catastrophes, there can be no assurance that our reinsurance program will provide adequate coverage levels.

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Our business is dependent on our ability to manage risk, and the failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.

Our business performance is highly dependent on our ability to manage operational risks that arise from a large number of day-to-day business activities, including insurance underwriting, claims processing, servicing, investment, financial and tax reporting, compliance with regulatory requirements and other activities. We utilize a number of strategies to mitigate our insurance risk exposure, including: engaging in thorough underwriting, utilizing limits, deductibles and exclusions to mitigate policy risk, reviewing the terms and conditions of our policies, focusing on our risk aggregation by product line, geography, industry type, credit exposure and other bases, and ceding insurance risk. We seek to monitor and control our exposure to risks arising out of these activities through an enterprise-wide risk management framework. However, there are inherent limitations in all of these tactics, and no assurance can be given that these processes and procedures will effectively control all known risks or effectively identify unforeseen risks or that an event or series of events will not result in loss levels in excess of our probable maximum loss models, which could have a material adverse effect on our financial condition or results of operations. It is also possible that losses could manifest themselves in ways that we do not anticipate and that our risk mitigation strategies are not designed to address. Such a manifestation of losses could have a material adverse effect on our financial condition or results of operations. These risks may be heightened during challenging economic conditions such as those recently experienced in the U.S. and elsewhere.

We cannot guarantee the adequacy of or ability to maintain our current level of reinsurance coverage .  

Similar to insurance companies, reinsurance companies can also be adversely impacted when catastrophes occur. There can be no assurance that we will be able to maintain our current levels of reinsurance coverage. In particular, and as discussed under “Reinsurance Program Overview” of this Form 10-K, not all of our 2016 reinsurance programs for the Commercial and Personal Lines and Chaucer business are fully placed. Future catastrophic events and other changes in the reinsurance marketplace, including as a result of investment losses or disruptions due to challenges in the financial markets that have occurred or could occur in the future, may adversely affect our ability to obtain such coverages, as well as adversely affect the cost of obtaining that coverage.

Additionally, the availability, scope of coverage, cost, and creditworthiness of reinsurance could continue to be adversely affected as a result of not only new catastrophes, but also terrorist attacks and the perceived risks associated with future terrorist activities, global conflicts, and the changing legal and regulatory environment (including changes which could create new insured risks). Federal reinsurance for terrorism risks coverage offered by insurers is available under TRIPRA, but it only applies to certified events of terrorism (as defined in TRIPRA) and contains certain caps and deductibles. Although TRIPRA coverage is in effect through December 31, 2020, should this program not be renewed or should it be modified unfavorably by the government in the future, private reinsurance for events of terrorism may not be available to us or available at reasonable or acceptable rates.

Although we monitor their financial soundness, we cannot be sure that our reinsurers will pay in a timely fashion, if at all.

We purchase reinsurance by transferring part of the risk that we have assumed (known as ceding) to reinsurance companies in exchange for part of the premium we receive in connection with the risk. As of December 31, 2015, our reinsurance receivable (including from the MCCA) amounted to approximately $ 2 . 6 billion . Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us (the reinsured) of our liability to our policyholders or, in cases where we are a reinsurer, to our reinsureds. Accordingly, we bear counterparty risk with respect to our reinsurers. Although we monitor the credit quality of our reinsurers, we cannot be sure that they will pay the reinsurance recoverables owed to us currently or in the future or that they will pay such recoverables on a timely basis.

Climate change may adversely impact our results of operations.

There are concerns that the higher level of weather-related catastrophes and other losses incurred by the industry in prior years is indicative of changing weather patterns, whether as a result of changing climate (“global climate change”) or otherwise, which could cause such events to persist. This would lead to higher overall losses which we may not be able to recoup, particularly in the current economic and competitive environment, and higher reinsurance costs. As noted above, certain catastrophe models assume an increase in frequency and severity of certain weather events which could result in a disproportionate impact on insurers with certain geographic concentrations of risk. This would also likely increase the risks of writing property insurance in coastal areas, particularly in jurisdictions which restrict pricing and underwriting flexibility.

In addition, global climate change could have an impact on assets in which we invest, resulting in realized and unrealized losses in future periods which could have a material adverse impact on our results of operations and/or financial position. It is not possible to foresee which, if any, assets, industries or markets will be materially and adversely affected, nor is it possible to foresee the magnitude of such effect.

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We may incur financial losses resulting from our participation in shared market mechanisms, mandatory reinsurance programs and mandatory and voluntary pooling arrangements.

In most of the U.S. jurisdictions in which we operate, our property and casualty insurance subsidiaries are required to participate in mandatory property and casualty shared market mechanisms, government-sponsored reinsurance programs or pooling arrangements. These arrangements are designed to provide various insurance coverages to individuals or other entities that otherwise are unable to purchase such coverage or to support the costs of uninsured motorist claims in a particular state or region. We cannot predict whether our participation in these shared market mechanisms or pooling arrangements will provide underwriting profits or losses to us. For the year ended December 31, 2015, we experienced an underwriting loss of $ 13 . 2 million from participation in these mechanisms and pooling arrangements, compared to underwriting losses of $15.1 million and $14.5 million in 2014 and 2013, respectively. We may face similar or even more dramatic earnings fluctuations in the future.

Additionally, increases in the number of participants or insureds in state-sponsored reinsurance pools, FAIR Plans or other residual market mechanisms, particularly in the states of Louisiana, Massachusetts and Florida, combined with regulatory restrictions on the ability to adequately price, underwrite, or non-renew business, as well as new legislation, or changes in existing case law, could expose us to significant exposures and risks of increased assessments from these residual market mechanisms. There could also be significant adverse impact as a result of losses incurred in those states due to hurricane exposure, as well as the declining number of carriers providing coverage in those regions. We are unable to predict the likelihood or impact of such potential assessments or other actions.

We also have credit risk associated with certain mandatory reinsurance programs such as the MCCA. The MCCA was created to fund Michigan’s unique unlimited personal injury protection benefit. As of December 31, 2015, our estimated reinsurance recoverable from the MCCA was $ 906.5 million. In most years, the MCCA operates with a deficit which may fluctuate significantly based on investment returns, discount rates, incurred claims, annual assessments and other factors.

In addition, we may be adversely affected by liabilities resulting from our previous participation in certain voluntary property and casualty assumed reinsurance pools. We have terminated participation in virtually all property and casualty voluntary pools, but remain subject to claims related to periods in which we participated. The property and casualty industry’s assumed reinsurance businesses have suffered substantial losses during the past several years, particularly related to environmental and asbestos exposure for property and casualty coverages, in some cases resulting from incidents alleged to have occurred decades ago. Due to the inherent volatility in these businesses, possible issues related to the enforceability of reinsurance treaties in the industry and the recent history of increased losses, we cannot provide assurance that our current reserves are adequate or that we will not incur losses in the future. Our operating results and financial position may be adversely affected by liabilities resulting from any such claims in excess of our loss estimates. As of December 31, 2015, our reserves for these pools totaled $ 34.4 million.

Our businesses are heavily regulated, and changes in regulation may reduce our profitability.

Our U.S. insurance businesses are subject to supervision and regulation by the state insurance authority in each state in which we transact business. This system of supervision and regulation relates to numerous aspects of an insurance company’s business and financial condition, including limitations on the authorization of lines of business, underwriting limitations, the ability to utilize credit-based insurance scores in underwriting, the ability to terminate agents, supervisory and liability responsibilities for agents, the setting of premium rates, the requirement to write certain classes of business which we might otherwise avoid or charge different premium rates, restrictions on the ability to withdraw from certain lines of business, the establishment of standards of solvency, the licensing of insurers and agents, compensation of agents, concentration of investments, levels of reserves, the payment of dividends, transactions with affiliates, changes of control, protection of private information of our agents, policyholders, claimants and others (which may include highly sensitive financial or medical information or other private information such as social security numbers, driving records, drivers license numbers, etc.) and the approval of policy forms. From time to time, various states and Congress have proposed to prohibit or otherwise restrict the use of credit-based insurance scores in underwriting or rating our Personal Lines business. The elimination of the use of credit-based insurance scores could cause significant disruption to our business and our confidence in our pricing and underwriting. Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors.

Legislative and regulatory restrictions are constantly evolving and are subject to then current political pressures. For example, following Superstorm Sandy, the states of New Jersey and New York were considering proposals such as homeowners’ “Bill of Rights”, restrictions on storm deductibles and additional mandatory claim handling guidelines. More recently, the California Insurance Commissioner requested that all insurers operating in California voluntarily divest from any investments they may have in thermal coal. Such actions also occur at the federal level, such as the U. S. Department of Housing and Urban Development’s proposal that may increase the legal risk of providing homeowners and commercial residential property insurance by imposing liability for discrimination on the basis of a disparate-impact theory even without any evidence of discriminatory intent. Some states are also considering mandating owners of firearms to purchase liability insurance.

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In addition, The Dodd-Frank Wall Street Reform and Consumer Protection Act provides for enhanced regulation for the financial services industry through initiatives including, but not limited to, the creation of a Federal Insurance Office and several federal oversight agencies, the requiring of more transparency, accountability and focus in protecting investors and businesses, input of shareholders regarding executive compensation, and enhanced empowerment of regulators to pursue those who engage in financial fraud and unethical business practices. The SEC adopted regulations designed to encourage, reward, and protect “whistleblowers”, whether or not they first report the potential infraction to the company for correction or remedial action.

Also, the federal Medicare, Medicaid and SCHIP Extension Act mandates reporting and other requirements applicable to property and casualty insurance companies which make payments to or on behalf of claimants who are eligible for Medicare benefits. These requirements have made bodily injury claim resolutions more difficult, particularly for complex matters or for injuries requiring treatment over an extended period, and impose significant penalties for non-compliance and reporting errors. These requirements also have increased the circumstances under which the federal government may seek to recover from insurers amounts paid to claimants in circumstances where the government had previously paid benefits. In January 2013, the Strengthening Medicare and Repaying Taxpayers Act was signed into law and provided for implementation over a staggered period of time. We are continuing to monitor the effect of this law on our ability to settle cases and our exposure to federal recoupment claims.  

With respect to our U.S. insurance business, state regulatory oversight and various proposals at the federal level may in the future adversely affect our ability to sustain adequate returns in certain lines of business or in some cases, operate the line profitably. In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and certain state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems.

Our business could be negatively impacted by adverse state, federal and foreign legislation or regulation, or judicial developments, including those resulting in:

·

decreases in rates;

·

limitations on premium levels;

·

coverage and benefit mandates;

·

limitations on the ability to manage care and utilization or other claim costs;

·

requirements to write certain classes of business or in certain geographies;

·

restrictions on underwriting, on methods of compensating independent producers, or on our ability to cancel or renew certain business (which negatively affects our ability to reduce concentrations of property risks);

·

higher liability exposures for our insureds;

·

increased assessments or higher premium or other taxes; and

·

enhanced ability to pierce “no fault” thresholds or recover non-economic damages (such as “pain and suffering”).

These regulations serve to protect the customers and other third parties who deal with us and are heavily influenced by the then current political environment. If we are found to have violated an applicable regulation, administrative or judicial proceedings may be initiated against us which could result in censures, fines, civil penalties (including punitive damages), the issuance of cease-and-desist orders, premium refunds or the reopening of closed claim files, among other consequences. These actions could have a material adverse effect on our financial position and results of operations.

From time to time, Congress, as well as state, local and foreign governments, also consider legislation that could increase our tax costs. For example , the Organization for Economic Cooperation and Development has undertaken projects that , if enacted, may have a material impact on our income tax provision. In particular, the organization is working on a project to address perceived differences in international laws and the impact of such differences on overall corporate taxes being paid. If these or other proposals or legislation are enacted, our income tax expense may increase , with a corresponding decrease to consolidated net income.

In addition, we are reliant upon independent agents and brokers to market our products. Changes in regulations related to insurance agents and brokers that materially impact the profitability of the agent and broker business or that restrict the ability of agents and brokers to market and sell insurance products would have a material adverse effect on our business.

With respect to our U.K. insurance business, Chaucer’s regulated subsidiaries are subject to the U.K.’s PRA and FCA regulations and are subject to limitations and approval requirements with respect to payments of dividends, return of capital and becoming a borrower, guarantor or provider of security interest on any financial obligations and other aspects of its operations.

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The PRA and FCA have substantial powers of intervention in relation to the Lloyd’s managing agents, such as Chaucer, which they regulate, including the power to remove their authorization to manage Lloyd’s syndicates. In addition, each year the PRA requires Lloyd’s to satisfy an annual solvency test that measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its members, both current and run-off. If Lloyd’s fails this test, the PRA may require Lloyd’s to cease trading and/or its members to cease or reduce underwriting. The FCA focuses on conduct of business issues with a particular focus on consumer protection and market integrity. Future regulatory changes or rulings by the PRA and FCA could interfere with our business strategy or financial assumptions, possibly resulting in a material adverse effect on our profitability.

Additionally, the Lloyd’s worldwide insurance and reinsurance business is subject to various regulations, laws, treaties and other applicable policies of the European Union, as well as each nation, state and locality in which it operates. Material changes in governmental requirements and laws could have an adverse effect on Lloyd’s and its member companies, including Chaucer.

From time to time, we are also involved in investigations and proceedings by U.S., U.K., state and other governmental and self-regulatory agencies. We cannot provide assurance that these investigations, proceedings and inquiries will not result in actions that would adversely affect our results of operations or financial condition. 

As a specialist in Lloyd’s insurance group, Chaucer is subject to a number of risks which could materially and adversely affect us.

As a specialist in Lloyd’s insurance group, Chaucer is subject to a number of specific risk factors and uncertainties, including without limitation:

·

its reliance on insurance and reinsurance brokers and Lloyd’s distribution channels to distribute and market its products (so called “coverholders”), including its reliance on three major brokers who each were responsible for ten percent or more of Chaucer’s gross written premium in 2015;

·

its obligations to maintain funds at Lloyd’s to support its underwriting activities;

·

its risk-based capital requirement being assessed periodically by Lloyd’s and being subject to variation;

·

its reliance on ongoing approvals from Lloyd’s, the PRA and FCA and other regulators to conduct its business, including a requirement that its Annual Business Plan be approved by Lloyd’s before the start of underwriting for each account year;

·

its obligations to contribute to the Lloyd’s Central Fund and pay levies to Lloyd’s;

·

its financial strength rating is derived from the rating assigned to Lloyd’s, and Chaucer has very limited ability to directly affect the overall Lloyd’s rating;

·

its ongoing ability to utilize Lloyd’s trading licenses in order to underwrite business outside the United Kingdom, including Chaucer’s ability to write business in the European market if the United Kingdom withdraws from the European Union and Lloyd’s does not obtain alternative licensing permissions;

·

its ongoing exposure to levies and charges in order to underwrite at Lloyd’s; and

·

the requirement to maintain deposits in the United States for U.S. site risks it underwrites.

Whenever a member of Lloyd’s is unable to pay its policyholder obligations, such obligations may be payable by the Lloyd’s Central Fund. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members up to 3% of a member’s underwriting capacity in any one year. We do not believe that any assessment is likely in the foreseeable future and have not provided allowance for such an assessment. However, based on our 2016 estimated underwriting capacity at Lloyd’s of £ 669.9 million, the December 31, 2015 exchange rate of 1.47 dollars per GBP and assuming the maximum 3% assessment, we could be assessed up to approximately $29.6 million in 2016.

We are subject to litigation risks, including risks relating to the application and interpretation of contracts, and adverse outcomes in litigation and legal proceedings could adversely affect our results of operations and financial condition.

We are subject to litigation risks, including risks relating to the application and interpretation of insurance and reinsurance contracts, and are routinely involved in litigation that challenges specific terms and language incorporated into property and casualty contracts, such as claims reimbursements, covered perils and exclusion clauses, among others, or the interpretation or administration of such contracts. We are also involved in legal actions that do not arise in the ordinary course of business, some of which assert claims for substantial amounts. Adverse outcomes , including with respect to the matter captioned “Durand Litigation” under “Commitments and Contingencies – Legal Proceedings” in Note 1 8 in the Notes to the Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K, could materially affect our results of operations and financial condition.

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We are subject to mandatory assessments by state guaranty funds; an increase in these assessments could adversely affect our results of operations and financial condition.

All fifty states of the United States and the District of Columbia have insurance guaranty fund laws requiring property and casualty insurance companies doing business within the state to participate in guaranty associations. These associations are organized to pay contractual obligations under insurance policies issued by impaired or insolvent insurance companies. The associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired or insolvent insurer is engaged. Although mandatory assessments by state guaranty funds that are used to cover losses to policyholders of insolvent or rehabilitated companies can be substantially recovered through policyholder surcharges or a reduction in future premium taxes in many states (provided the collecting insurer continues to write business in such state), there can be no assurance that all funds will be recoupable in the future. During 2015, we had a total assessment of $5.1 million levied against us, with refunds of $0.1 million received in 2015 for a total net assessment of $5.0 million. As of December 31, 2015, we have $0.6 million of reserves related to guaranty fund assessments. In the future, these assessments may increase above levels experienced in the current and prior years. Future increases in these assessments depend upon the rate of insolvencies of insurance companies. An increase in assessments could adversely affect our results of operations and financial condition. 

If we are unable to attract and retain qualified personnel, or if we experience the loss or retirement of key executives or other key employees, we may not be able to compete effectively and our operations could be impacted significantly.

Our future success will be affected by our continued ability to attract, develop and retain qualified executives and other key employees, particularly those experienced in the property and casualty industry and the Lloyd’s market. Additionally, we are currently conducting a search for a new CEO and CFO. To the extent we are unable to fill such positions in a timely manner, our business could be adversely impacted.

Our profitability could be adversely affected by our relationships with our agencies.

We periodically review agencies, including managing general agencies, with which we do business to identify those that do not meet our profitability standards or are not strategically aligned with our business. Following these periodic reviews, we may restrict such agencies’ access to certain types of policies or terminate our relationship with them, subject to applicable contractual and regulatory requirements which limit our ability to terminate agents or which require us to renew policies. We may not achieve the desired results from these measures, and our failure to do so could negatively affect our operating results and financial position.

In addition, we could be adversely affected if our agencies, including managing general agencies, with which we do business exceed the authority that we have given them or breach the obligations that they owe to us. Although we routinely monitor our agency relationships, such actions could expose us to liability and have a negative impact on our results of operations and financial condition.

We may be affected by disruptions caused by the introduction of new products, related technology changes, and new operating models in Commercial Lines, Personal Lines and Chaucer businesses and recent or future acquisitions, and expansion into new geographic areas. We could also be affected by an inability to retain profitable policies in force and attract profitable policies in our Commercial Lines, Personal Lines and Chaucer segments, particularly in light of a competitive product pricing environment and the adoption by competitors of strategies to increase agency appointments and commissions and increased advertising.

There are increased underwriting risks associated with premium growth and the introduction of new products or programs in our Commercial Lines, Personal Lines and Chaucer businesses. Additionally, we have increased underwriting risks associated with the appointment of new agencies and managing general agencies and with the expansion into new geographical areas, including international expansion.

The introduction of new Commercial Lines products, including through our acquired subsidiaries and the development of new niche and specialty lines, presents new risks. Certain new specialty products may present longer “tail” risks and increased volatility in profitability. Our expansion into western states, including California, presents additional underwriting risks since the regulatory, geographic, natural risk, legal environment, demographic, business, economic and other characteristics of these states present challenges different from those in the states in which we historically have conducted business.

Our Personal Lines production and earnings may be unfavorably affected by the continued introduction of new products and our focus on account business (i.e., policyholders who have both automobile and homeowner insurance with us) which we believe, despite pricing discounts, will ultimately be more profitable business. We may also experience adverse selection, which occurs when insureds with larger risks purchase our products because of favorable pricing, under-pricing, operational difficulties or implementation impediments with independent agents or the inability to grow new markets after the introduction of new products or the appointment of new agents.

As we enter new states or regions or grow business in our identified growth states, there can be no assurance that we won’t experience higher loss trends than anticipated. 

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Integration of acquired businesses involves a number of risks, and there can be no assurance that we will be successful integrating recent and future acquisitions.

There can be no assurance that we will be able to successfully integrate recent and any future acquisitions or that we will not assume unknown liabilities and reserve deficiencies in connection with such acquisitions. If we are unable to successfully integrate new businesses, then we could be impeded from realizing the benefits of an acquisition. The integration process could disrupt our business, and a failure to successfully integrate newer businesses could have a material adverse effect on our business, financial condition and results of operations. The difficulties of integrating an acquisition and risks to our business include, among others:

·

unanticipated issues in integrating information, communications and other systems;

·

unanticipated incompatibility of logistics, marketing and administration methods;

·

maintaining employee morale and retaining key employees;

·

integrating the business cultures of different companies;

·

preserving important strategic, reinsurance and other relationships;

·

integrating legal and financial controls in multiple jurisdictions;

·

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

·

the diversion of management’s attention from ongoing business concerns;

·

integrating geographically separate organizations;

·

unexpected or overlapping concentrations of risk where one event or series of events can affect many insured parties;

·

significant transaction costs, including the effect of exchange rate fluctuations;

·

risks and uncertainties in our ability to increase the investment yield on the investment portfolio;

·

uncertainties in our ability to decrease leverage as a result of adding future earnings to our capital base;

·

risks and uncertainties regarding the volatility of underwriting results in a combined entity;

·

the ability to more efficiently manage capital;

·

the ability to improve renewal rates and increase new property and casualty policy counts;

·

the ability to increase or maintain certain property and casualty insurance rates;

·

complying with laws, rules and regulations in multiple jurisdictions, including new and multiple employment regulations, regulations relating to the conduct of business activities such as the U.K. Bribery Act, sanctions imposed by the U.S. or U.K. on doing business with certain foreign countries or other persons, privacy, information security, and environmental-related laws; and

·

the impact of new product or line of business introductions and our ability to meet projected return on capital targets.

In addition, even if we are able to successfully integrate recent and future acquisitions, we may not realize the full benefits of such acquisitions, including the synergies, cost savings or underwriting or growth opportunities that we expect. It is possible that these benefits may not be achieved within the anticipated time frame, or at all.

Our international operations expose us to additional risks which could cause a material adverse effect on our business, financial position and results of operations.

Our operations extend to countries outside the U.S., and operating globally increases the scope of our risks and exposes us to certain additional risks, including but not limited to:

·

an expansion in the scope of the risks to which our U.S. operations are subject as an insurance company, such as risk of adverse loss development, litigation, investment risks and the possibility of significant catastrophe losses (as a result of natural disasters, nuclear accidents, severe weather and terrorism) occurring outside the U.S.;

·

compliance with a variety of national and local laws, regulations and practices of the countries in which we do business and adherence to any changes in such laws, regulations and practices affecting the insurance industry in such countries;

·

adverse changes in the economies in which we operate; and

·

requirements, such as those enforced by Her Majesty’s Treasury, Asset Freezing Unit (U.K.) and the U.S. Treasury’s Office of Foreign Asset Controls, to comply with various U.K., U.S., E.U. or other sanctions imposed on doing business with, or affecting, certain countries, their citizens, specially designated nationals or other persons doing business with any such countries or persons.

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Intense competition could negatively affect our ability to maintain or increase our profitability.

We compete, and will continue to compete, with a large number of companies, including international, national and regional insurers, mutual companies, specialty insurance companies, so called “off-shore” companies which enjoy certain tax advantages, underwriting agencies and financial services institutions. We also compete with mutual insurance companies, reciprocal and exchange companies which may not have shareholders and may have different profitability targets than publicly or privately owned companies. Chaucer competes with numerous other Lloyd’s syndicates and managing agents, domestic and international insurers and government or government-sponsored insurance or reinsurance mechanisms. In recent years, there has been substantial consolidation and convergence among companies in the financial services industry, resulting in increased competition from large, well-capitalized financial services firms. Many of our competitors have greater financial, technical and operating resources than we do and may be able to offer a wider range of, or more sophisticated, commercial and personal line products. Some of our competitors also have different marketing and sales strategies than we do and market and sell their products to consumers directly. Some companies are seeking to protect new products with patents or other legal protections, which may create new legal exposures or limit our ability to develop competing products. In addition, competition in the U.S. and international property and casualty insurance markets has intensified over the past several years. This competition has had and may continue to have an adverse impact on our revenues and profitability.

A number of new, proposed or potential legislative or industry developments could further increase competition in our industry. These developments include:

·

the implementation of commercial lines deregulation in several states;

·

programs in which state-sponsored entities provide property insurance in catastrophe-prone areas or other alternative markets types of coverage;

·

increased competition from off-shore tax advantaged insurance companies; and

·

changing practices caused by the internet and the increased usage of real time comparative rating tools, which have led to greater competition in the insurance business in general, particularly on the basis of price.

We could face heightened competition resulting from the entry of new competitors and the introduction of new products by new and existing competitors. Additionally, recent entries into the property and casualty marketplace by large technology companies, retail companies and other non-traditional insurance providers, who aim to leverage their information about and direct access to customers, may increase competition. Increased competition could make it difficult for us to obtain new customers, retain existing customers or maintain policies in force by existing customers. It could also result in increasing our service, administrative, policy acquisition or general expense due to the need for additional advertising and marketing of our products. In addition, our administrative, technology and management information systems expenditures could increase substantially as we try to maintain or improve our competitive position.

We compete for business not just on the basis of price, but also on the basis of product coverages, reputation, financial strength, quality of service (including claims adjustment service), experience and breadth of product offering. We cannot provide assurance that we will be able to maintain a competitive position in the markets in which we operate, or that we will be able to expand our operations into new markets. If we fail to do so, our business could be materially adversely affected.

We are rated by several rating agencies, and downgrades to our ratings could adversely affect our operations.

Our ratings are important in establishing our competitive position and marketing the products of our insurance companies to our agents and customers, since rating information is broadly disseminated and generally used throughout the industry.

Our insurance company subsidiaries are rated by A.M. Best, Moody’s, and Standard & Poor’s. These ratings reflect a rating agency’s opinion of our insurance subsidiaries’ financial strength, operating performance, strategic position and ability to meet their obligations to policyholders. These ratings are not evaluations directed to investors, and are not recommendations to buy, sell or hold our securities. Our ratings are subject to periodic review by the rating agencies and we cannot guarantee the continued retention or improvement of our current ratings. This is particularly true in the current economic environment where rating agencies may increase their capital requirements or other criteria for various rating levels. In addition, Chaucer’s rating is derived from the rating assigned to Lloyd’s, and Chaucer has very limited ability to directly affect the overall Lloyd’s rating.

A downgrade in one or more of our or any of our subsidiaries’ claims-paying ratings could negatively impact our business and competitive position, particularly in lines where customers require us to maintain minimum ratings. Additionally, a downgrade in one or more of our debt ratings could adversely impact our ability to access the capital markets and other sources of funds, increase the cost of current credit facilities, and/or adversely affect pricing of new debt sought in the capital markets in the future.

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Negative changes in our level of statutory surplus could adversely affect our ratings and profitability.

The capacity for a U.S. insurance company’s growth in premiums is in part a function of its statutory surplus. Maintaining appropriate levels of statutory surplus, as measured by state insurance regulators, is considered important by state insurance regulatory authorities and by rating agencies that rate insurers’ claims-paying abilities and financial strength. As our business grows, or due to other factors, regulators may require that additional capital be contributed to increase the level of statutory surplus. Failure to maintain certain levels of statutory surplus could result in increased regulatory scrutiny, action by state regulatory authorities or a downgrade by private rating agencies. Our surplus is affected by, among other things, results of operations and investment gains, losses, impairments, and dividends from the insurance operating company to its parent company. A number of these factors affecting our level of statutory surplus are, in turn, influenced by factors that are out of our control, including the frequency and severity of catastrophes, changes in policyholder behavior, changes in rating agency models and economic factors such as changes in equity markets, credit markets, interest rates or foreign currency exchange rates.

The National Association of Insurance Commissioners, or NAIC, uses a system for assessing the adequacy of statutory capital for U.S. property and casualty insurers. The system, known as risk-based capital, is in addition to the states’ fixed dollar minimum capital and other requirements. The system is based on risk-based formulas that apply prescribed factors to the various risk elements in an insurer’s business and investments to report a minimum capital requirement proportional to the amount of risk assumed by the insurer. We believe that any failure to maintain appropriate levels of statutory surplus would have an adverse impact on our ability to grow our business profitably.

We may not be able to grow as quickly or as profitably as we intend, which is important to our current strategy.

Over the past several years, we have made and our current plans are to continue to make, significant investments in our Commercial and Personal Lines of business, and we have increased expenses and made acquisitions in order to, among other things, strengthen our product offerings and service capabilities, expand into new geographic areas, improve technology and our operating models, build expertise in our personnel, and expand our distribution capabilities, with the ultimate goal of achieving significant, sustained growth. The ability to achieve significant profitable premium growth in order to earn adequate returns on such investments and expenses, and to grow further without proportionate increases in expenses, is an important part of our current strategy. There can be no assurance that we will be successful at profitably growing our business, or that we will not alter our current strategy due to changes in our markets or an inability to successfully maintain acceptable margins on new business or for other reasons, in which case premiums written and earned, operating income and net book value could be adversely affected.

An impairment in the carrying value of goodwill and intangible assets could negatively impact our consolidated results of operations and shareholders’ equity.

Upon an acquisition of a business, we record goodwill and intangible assets at fair value. Goodwill and intangible assets determined to have indefinite useful lives are not amortized, while other intangible assets are amortized over their estimated useful lives. Goodwill and intangible assets that are not amortized are reviewed for impairment at least annually. Evaluating the recoverability of such assets requires us to rely on estimates and assumptions related to return on equity, margin, growth rates, discount rates, and other data. There are inherent uncertainties related to these factors, and significant judgment is required in applying these factors. Goodwill and intangible asset impairment charges can result from declines in operating results, divestitures or sustained market declines and other factors. As of December 31, 2015, goodwill and intangible assets that are not amortized totaled $262.2 million and represented 9 . 2 % of shareholders’ equity. Our legacy Hanover and Citizens businesses represent 47% of this balance; Chaucer represents 24% of this balance; AIX represents 19% of this balance; and, the remaining acquisitions combined represent 10% of this balance. Although we believe these assets are recoverable, we cannot provide assurance that future market or business conditions would not result in the impairment of a portion of these assets. Impairment charges could materially affect our financial position and our financial results in the quarter or annual period in which they are recognized.

We could be subject to additional losses related to the sale of our discontinued FAFLIC and variable life insurance and annuity businesses.

On January 2, 2009, we sold our remaining life insurance subsidiary, FAFLIC, to Commonwealth Annuity and Life Insurance Company. Coincident with the sale transaction, Hanover Insurance and FAFLIC entered into a reinsurance contract whereby Hanover Insurance assumed FAFLIC’s discontinued accident and health insurance business. We previously owned Commonwealth Annuity, but sold it in 2005 in conjunction with our disposal of our variable life insurance and annuity business.

In connection with these transactions, we have agreed to indemnify Commonwealth Annuity for certain contingent liabilities, including litigation and other regulatory matters. We have established a reserve related to these contractual indemnifications. Although we believe that this reserve is adequate, we cannot provide assurance that costs related to these indemnifications when they ultimately settle, will not exceed our current reserve.

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We may incur financial losses related to our discontinued assumed accident and health reinsurance pools and arrangements.

We previously participated, through FAFLIC, in approximately 40 assumed accident and health reinsurance pools and arrangements. The business was retained in the sale of FAFLIC and assumed by Hanover Insurance through a reinsurance agreement. During 1999, we ceased writing new premiums in this business, subject to certain contractual obligations. The reinsurance pool business consisted primarily of the medical and disability portions of workers’ compensation risks, long-term care pools, assumed personal accident, individual medical, long-term disability and special risk business. We are currently monitoring and managing the run-off of our related participation in the 25 pools with remaining liabilities.

Under these arrangements, we variously acted as a reinsurer, a reinsured or both. In some instances, we ceded significant exposures to other reinsurers in the marketplace. The potential risk to us as a participant in these pools is primarily that other companies that reinsured this business from us may seek to avoid or fail to timely pay their reinsurance obligations (especially in light of the fact that historically these pools sometimes involved multiple layers of overlapping reinsurers, or so-called “spirals”) or may become insolvent. Thus, we are exposed to both assumed losses and to credit risk related to these pools. We are not currently engaged in any significant disputes in respect to this business. At this time, we do not anticipate that any significant portion of recorded reinsurance recoverables will be uncollectible. However, we cannot provide assurance that all recoverables are collectible and should these recoverables prove to be uncollectible, our results of operations and financial position may be negatively affected.

We believe our reserves for the accident and health assumed and ceded reinsurance business appropriately reflect current claims, unreported losses and likely investment returns on related assets supporting these reserves. However, due to the inherent volatility in this business and the reporting lag of losses that tend to develop over time and which ultimately affect excess covers, there can be no assurance that current reserves are adequate or that we will not have additional losses in the future. Although we have discontinued participation in these reinsurance arrangements, unreported claims related to the years in which we were a participant may be reported, and previously reported claims may develop unfavorably. If any such unreported claims or unfavorable development is reported to us, our results of operations and financial position may be negatively impacted. In addition, the passage of the Federal Healthcare Act has caused us to have to expand our benefits for a portion of the residual healthcare policies with limited ability to increase premiums.

Other market fluctuations and general economic, market and political conditions may also negatively affect our business, profitability and investment portfolio.

It is difficult to predict the impact of a challenging economic environment on our business. In Commercial Lines, a difficult economy has resulted in reductions in demand for insurance products and services as there are more companies ceasing to do business and there are fewer business start-ups, particularly as small businesses are affected by a decline in overall consumer and business spending. Additionally, claims frequency could increase as policyholders submit and pursue claims more aggressively than in the past, fraud incidences may increase, or we may experience higher incidents of abandoned properties or poorer maintenance, which may also result in more claims activity. We have experienced higher workers’ compensation claims as injured employees take longer to return to work, increased surety losses as construction companies experience financial pressures and higher retroactive premium returns as audit results reflect lower payrolls. Our business could also be affected by an ensuing consolidation of independent insurance agencies. Our ability to increase pricing has been impacted as agents and policyholders have been more price sensitive, customers shop for policies more frequently or aggressively, utilize comparative rating models or, in Personal Lines in particular, turn to direct sales channels rather than independent agents. We have also experienced decreased new business premium levels, retention and renewal rates, and renewal premiums. Specifically in Personal Lines, policyholders may reduce coverages or change deductibles to reduce premiums, experience declining home values, or be subject to increased foreclosures, and policyholders may retain older or less expensive automobiles and purchase or insure fewer ancillary items such as boats, trailers and motor homes for which we provide coverages. Additionally, if as a result of a difficult economic environment, drivers continue to eliminate automobile insurance coverage or to reduce their bodily injury limit, we may be exposed to more uninsured and underinsured motorist coverage losses.

Chaucer’s business is similarly subject to risks related to the economy. In addition to the risks noted above, adverse economic conditions could negatively affect our ability to obtain letters of credit utilized by Chaucer to underwrite business through Lloyd’s.

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At December 31, 2015, we held approximately $ 8 billion of investment assets in categories such as fixed maturities, equity securities, other investments, and cash and short-term investments. Our investments are primarily concentrated in the U.S. domestic market; however, we have exposure to international markets as well, with approximately 17 % of our cash and investment assets invested in foreign markets. Our investment returns, and thus our profitability, statutory surplus and shareholders’ equity, may be adversely affected from time to time by conditions affecting our specific investments and, more generally, by bond, stock, real estate and other market fluctuations and general economic, market and political conditions, including concerns regarding sub-prime and prime mortgages, as well as residential and commercial mortgage-backed or other debt securities, increasing concerns relating to the municipal bond markets and European sovereign debt, and developments that negatively impact our investment in real estate. Many of these broader market conditions are out of our control. Our ability to make a profit on insurance products depends in part on the returns on investments supporting our obligations under these products, and the value of specific investments may fluctuate substantially depending on the foregoing conditions. We may use a variety of strategies to hedge our exposure to interest and currency rates and other market risks. However, hedging strategies are not always available and carry certain credit risks, and our hedging could be ineffective. Moreover, increased government regulation of certain derivative transactions used to hedge certain market risks has served to prevent (or otherwise substantially increase the cost associated with) hedging such risks.

Additionally, the aggregate performance of our investment portfolio depends to a significant extent on the ability of our investment managers to select and manage appropriate investments. As a result, we are also exposed to operational risks which may include, but are not limited to, a failure to follow our investment guidelines, technological and staffing deficiencies and inadequate disaster recovery plans. The failure of these investment managers to perform their services in a manner consistent with our expectations and investment objectives could adversely affect our ability to conduct our business.

Debt securities comprise a material portion of our investment portfolio. The concentration of our investment portfolio in any one type of investment, industry or geography could have a disproportionately adverse effect on our investment portfolio. The issuers of debt securities, as well as borrowers under the loans we make, customers, trading counterparties, counterparties under swaps and other derivative contracts, banks which have commitments under our various borrowing arrangements, and reinsurers, may be affected by declining market conditions or credit weaknesses. These parties may default on their obligations to us due to lack of liquidity, downturns in the economy or real estate values, operational failure, bankruptcy or other reasons. Future increases in interest rates from current near-historic lows could result in increased defaults as borrowers are unable to pay the additional borrowing costs on variable rate securities or obtain refinancing. We cannot assure you that further impairment charges will not be necessary in the future. In addition, evaluation of available-for-sale securities for other-than-temporary impairment includes inherent uncertainty and subjective determinations. We cannot be certain that such impairments are adequate as of any stated date. Our ability to fulfill our debt and other obligations could be adversely affected by the default of third parties on their obligations owed to us.

Deterioration in the global financial markets may adversely affect our investment portfolio and have a related impact on our other comprehensive income, shareholders’ equity and overall investment performance. In recent years, global financial markets experienced unprecedented and challenging conditions, including a tightening in the availability of credit, the failure of several large financial institutions and concerns about the creditworthiness of the sovereign debt of several European and other countries. As a result, certain government bodies and central banks worldwide, including the U.S. Treasury Department and the U.S. Federal Reserve, provided for unprecedented intervention programs, the efficacy of which remain uncertain.

In addition, our current borrowings from the Federal Home Loan Bank of Boston (“FHLBB”) are secured by collateral. If the fair value of pledged collateral falls below specific levels, we would be required to pledge additional collateral or repay any outstanding FHLBB borrowings.

Market conditions also affect the value of assets under our employee pension plans, including our U.S. Cash Balance Plan and Chaucer pension plan. The expense or benefit related to our employee pension plans results from several factors, including, but not limited to, changes in the market value of plan assets, interest rates, regulatory requirements or judicial interpretation of benefits. At December 31, 201 5 , our U.S. plan assets included approximately 85 % of fixed maturities and 15 % of equity securities and other assets. At December 31, 201 5 , our Chaucer pension plan assets included approximately 56 % of equities, 32% of fixed maturities, and 12 % of real estate funds. The Chaucer pension plan had net liabilities that exceeded assets by approximately $5 million as of December 31, 201 5 . Additionally , our net liabilities exceed assets by approximately $ 38 million and $ 28 million for our U.S. non-qualified (which is an unfunded plan) and U.S. qualified pension plans, respectively, at December  31, 2015. Declines in the market value of plan assets and interest rates from levels at December 31, 2015, among other factors, could impact our funding estimates and negatively affect our results of operations. Deterioration in market conditions and differences between our assumptions and actual occurrences, and behaviors, including judicial determinations of ultimate benefit obligations pursuant to the Durand case discussed elsewhere, or otherwise, could result in a need to fund more into the qualified plans to maintain an appropriate funding level. 

35

 


 

We may experience unrealized losses on our investments, especially during a period of heightened volatility, which could have a material adverse effect on our results of operations or financial condition.

Our investment portfolio and shareholders’ equity can be, and in the past have been, significantly impacted by the changes in the market values of our securities. U.S. and global financial markets and economies remain uncertain. This could result in unrealized and realized losses in future periods, and adversely affect the liquidity of our investments, which could have a material adverse impact on our results of operations and our financial position. At December 31, 2015, our financial position is benefited by $ 103 . 9 million as a result of unrealized gains, largely driven by the low interest rate environment. Information with respect to interest rate sensitivity is included in “Quantitative and Qualitative Disclosures” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. Valuation of financial instruments (i.e. Level 1, 2, or 3) include methodologies, estimates, assumptions and judgments that are inherently subjective and open to different interpretations and could result in changes to investment valuations or the ability to receive such valuations on sale. During periods of market disruption it may be difficult to value certain of our securities if trading becomes less frequent and/or market data becomes less observable. In addition, in times of financial market disruption, certain asset classes that were in active markets with significant observable data may become illiquid. In those cases, the valuation process includes inputs that are less observable and require more subjectivity and judgment by management.

If, following such declines, we are unable to hold our investment assets until they recover in value, or if such asset value never recovers, we would incur other-than-temporary impairments which would be recognized as realized losses in our results of operations, reduce net income and earnings per share and adversely affect our liquidity. Temporary declines in market value are recorded as unrealized losses, which do not affect net income and earnings per share, but reduce other comprehensive income, which is reflected on our Consolidated Balance Sheets. We cannot provide assurance that we will not have additional other-than-temporary impairments and/or unrealized investment losses in the future. Likewise, there can be no assurance that our investment portfolio will retain the net unrealized gains reflected on the balance sheet as of December 31, 2015, since such gains are dependent on prevailing interest rates, credit ratings and creditworthiness and general economic and other factors.

We invest a portion of our portfolio in common stock or preferred stocks. The value of these assets fluctuates with the equity markets. Particularly in times of economic weakness, the market value and liquidity of these assets may decline, and may impact net income, capital and cash flows.

We are exposed to significant capital market risks related to changes in interest rates, credit spreads, equity prices and foreign exchange rates, which may adversely affect our results of operations, financial position or cash flows.

We are exposed to significant capital markets risk related to changes in interest rates, credit spreads, equity prices and foreign currency exchange rates. If significant, declines in equity prices, changes in interest rates, changes in credit spreads and the strengthening or weakening of foreign currencies against the U.S. dollar could have a material adverse effect on our results, financial position or cash flows. Our exposure to interest rate risk relates primarily to the market price and cash flow variability associated with changes in interest rates. Our investment portfolio contains interest rate sensitive instruments, such as fixed income securities, which may be adversely affected by changes in interest rates from governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A rise in interest rates would reduce the fair value of our investment portfolio, but provide the opportunity to earn higher rates of return on funds reinvested. A further decline in interest rates, on the other hand, would increase the fair value of our investment portfolio, but we would earn lower rates of return on reinvested assets. We may be forced to liquidate investments prior to maturity at a loss in order to cover liabilities, and such liquidation could be accelerated in the event of significant loss events, such as catastrophes. Although we take measures to manage the economic risks of investing in a changing interest rate environment, we may not be able to mitigate the interest rate risk of our assets relative to our liabilities.

Our fixed income portfolio is invested primarily in high quality, investment-grade securities. However, we also invest in alternative investments such as non-investment-grade high yield fixed income securities. These securities, which pay a higher rate of interest, also have a higher degree of credit or default risk. These securities may also be less liquid in times of economic weakness or market disruptions. Additionally, the reported value of our investments do not necessarily reflect the lowest current market price for the asset, and if we require significant amounts of cash on short notice, we may have difficulty selling our investments in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both. While we have procedures to monitor the credit risk and liquidity of our invested assets, we expect from time to time, and particularly in periods of economic weakness, to experience default losses in our portfolio. This would result in a corresponding reduction of net income, capital and cash flows.

Inflationary pressures may negatively impact expenses, reserves and the value of investments .  

Inflationary pressures in the geographies in which we operate may negatively impact reserves and the value of investments. In particular, inflationary pressures in the U.S. with respect to medical and health care, automobile repair and construction costs, all of which are significant components of our indemnity liabilities under policies we issue to our customers, and which could also impact the adequacy of reserves we have set aside for prior accident years, may have a negative effect on our results of operations. Inflationary pressures also cause or contribute to, or are the result of, increases in interest rates, which would reduce the fair value of our investment portfolio.

36

 


 

Our operations may be adversely impacted by foreign currency fluctuations.

Our reporting currency is the U.S. dollar. The functional currencies of our Chaucer segment are the U.S. dollar, U.K. pound sterling and the Canadian dollar. Exchange rate fluctuations relative to the functional currencies may materially impact our financial position. Further, our Chaucer segment transacts business and maintains assets and liabilities in currencies different than its functional currency, which exposes us to changes in currency exchange rates. In addition, locally required capital levels are invested in local currencies in order to satisfy regulatory requirements and to support local insurance operations regardless of currency fluctuations. We attempt to manage our foreign currency exposure through matching of assets and liabilities, and may also utilize derivatives from time to time. Despite our mitigation efforts, exposure to foreign exchange loss could have a material adverse effect on our reported earnings and book value.

We are a holding company and rely on our insurance company subsidiaries for cash flow; we may not be able to receive dividends from our subsidiaries in needed amounts and may be required to provide capital to support their operations.

We are a holding company for a diversified group of insurance companies, and our principal assets are the shares of capital stock of these subsidiaries. Our ability to make required interest payments on our debt, as well as our ability to pay operating expenses and pay dividends to shareholders depends upon the receipt of sufficient funds from our subsidiaries. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries, as well as these regulatory restrictions. We are required to notify insurance regulators prior to paying any dividends from our U.S. insurance subsidiaries, pre-approval is required with respect to “extraordinary dividends” and distributions from Chaucer are subject to various requirements imposed by Lloyd’s and the PRA and FCA.

Because of the regulatory limitations on the payment of dividends from our insurance company subsidiaries, we may not always be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our debt and other obligations. The inability of our subsidiaries to pay dividends to us in an amount sufficient to meet our debt interest and funding obligations would have a material adverse effect on us. These regulatory dividend restrictions also impede our ability to transfer cash and other capital resources among our subsidiaries.

Similarly, our insurance subsidiaries may require capital from the holding company to support their operations. For example, our holding company has provided a guaranty for the benefit of our Chaucer segment to support the letter of credit agreement supplied to support Chaucer’s Funds at Lloyd’s requirements.

Our dependence on our insurance subsidiaries for cash flow, and their potential need for capital support, exposes us to the risk of changes in their ability to generate sufficient cash inflows from new or existing customers or from increased cash outflows. Cash outflows may result from claims activity, expense payments or investment losses. Because of the nature of our business, claims activity can arise suddenly and in amounts which could outstrip our capital or liquidity resources. Reductions in cash flow or capital demands from our subsidiaries could have a material adverse effect on our business and results of operations.

We may require additional capital or credit in the future, which may not be available or only available on unfavorable terms.

We monitor our capital adequacy on a regular basis. Our future capital and liquidity requirements depend on many factors, including our premiums written, loss reserves and claim payments, investment portfolio composition and risk exposures, the availability of letters and lines of credit, as well as regulatory and rating agency capital requirements. In addition, our capital strength can affect our ratings, and therefore is important to our ability to underwrite. The quality of our claims paying and financial strength ratings are evaluated by independent rating agencies. Such ratings affect our ability to write quality business, our borrowing expenses and our ability to raise capital.

Our Chaucer business is required to satisfy Lloyd’s minimum capital standards. We satisfy Lloyd’s “member deposit funds” requirement (referred to as Funds at Lloyd’s or “FAL”), in part, through a standby letter of credit. If the letters of credit were drawn, we would expect to use a syndicated credit facility to pay such obligation, which would increase our debt borrowings. Our ability to borrow under this facility is conditioned upon the satisfaction of covenants and other requirements contained in the facility. If the syndicated credit facility was not available to repay this letter of credit facility, we would need to obtain capital elsewhere, and face the risk that alternative financing, such as through cash or other borrowings, would not be available at acceptable terms, if at all. In addition, no assurance can be given as to how much business Lloyd’s will permit Chaucer to underwrite in any single year or as to the viability and cost of change to our current capital structure.

To the extent that our existing capital is insufficient or unavailable to fund our future operating requirements and/or cover claim losses, we may need to raise additional funds through financings or limit our growth. Any equity or debt financing, if available, may be on terms that are unfavorable to us. In the case of equity financings, dilution to our shareholders could result and, in any case, such securities may have rights, preferences, and privileges that are senior to our common stock. If we are not able to obtain additional capital as necessary, our business, results of operations and financial condition could be adversely affected.

37

 


 

Errors or omissions in connection with the administration of any of our products may cause our business and profitability to be negatively impacted.

We are responsible to our policyholders for administering their policies, premiums and claims and ensuring that appropriate records are maintained which reflect their transactions. We are subject to risks that errors or omissions of information occurred with respect to the administration of our products. We are also subject to misconduct and fraud on the part of our employees and agents. As a result, we are subject to risks of liabilities associated with “bad faith”, unfair claims practices, unfair trade practices or similar allegations. Such risks may stem from allegations of agents, vendors, policyholders, claimants, members of Lloyd’s syndicates, reinsurers, regulators, states’ attorneys general, Lloyd’s, the PRA and FCA, or other international regulators, or others. We may incur charges associated with any errors and omissions previously made or which are made in future periods. These charges may result from our obligation to policyholders to correct any errors or omissions or refund premiums, non-compliance with regulatory requirements, from fines imposed by regulatory authorities, or from other items, which may affect our financial position or results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar worldwide anti-bribery laws, which impose restrictions and may carry substantial penalties. Violations of these laws or allegations of such violations could cause a material adverse effect on our business, financial position and results of operations.

The U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions, including anti-bribery legislation in the U.K. that took effect in 2011, generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Our policies mandate compliance with these anti-bribery laws, which often carry substantial penalties. We cannot assure you that our internal control policies and procedures always will protect us from reckless or other inappropriate acts committed by our affiliates, employees, agents or coverholders. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations.

We may experience difficulties with technology, data security and/or outsourcing relationships, which could have a negative impact on our ability to conduct our business.

We use computer systems to store, retrieve, evaluate and utilize customer and company data and information. Our computer, information technology and telecommunications systems, in turn, interface with and rely upon third-party systems. Our business is highly dependent on our ability, and the ability of certain third parties, to access these systems to perform necessary business functions, including, without limitation, providing insurance quotes, processing premium payments, making changes to existing policies, filing and paying claims, providing customer support and managing our investment portfolios. Systems failures or outages could compromise our ability to perform these functions in a timely manner, which could harm our ability to conduct business and hurt our relationships with our business partners and customers. In the event of a disaster such as a natural catastrophe, an industrial accident, a blackout, a computer virus, a terrorist attack or war, or interference from solar flares, our systems may be inaccessible to our employees, customers or business partners for an extended period of time. Even if our employees are able to report to work, they may be unable to perform their duties for an extended period of time if our data or systems are disabled or destroyed or if our disaster recovery plans are inadequate or suffer from unforeseen consequences. This could result in a materially adverse effect on our business results and liquidity.

In addition, we routinely transmit and receive personal, confidential and proprietary information by e-mail and other electronic means. While we attempt to develop secure transmission capabilities with third-party vendors and others with whom we do business, we may be unable to put in place secure capabilities with all of such vendors and third parties and, in addition, these third parties may not have appropriate controls in place to protect the confidentiality of the information.

Our systems, like others in the financial services industry, are potentially vulnerable to cyber security risks, and we are subject to potential disruption caused by such activities. Large corporations such as ours are subject to near daily attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption. Although to date such activities have not resulted in material disruptions to our operations or, to our knowledge, breach of any security or confidential information, no assurance can be provided that such disruptions or breach will not occur in the future. As cyber attacks become more prevalent and the methods used to perpetrate them change, we may be required to devote additional personnel or systems resources to protecting our data security or investigating or remediating any perceived vulnerabilities. Such resources could be costly in time and expenses and could detract from resources spent on our core property and casualty insurance operations.

Additionally, we could be subject to liability if confidential customer information is misappropriated from our computer systems, those of our vendors or others with whom we do business, or otherwise. Despite whatever security measures may be in place, any such systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any well-publicized compromise of security could deter people from entering into transactions that involve transmitting confidential information, or damage our reputation, which could have a material adverse effect on our business.

38

 


 

We outsource certain technology and business process functions to third parties and may do so increasingly in the future. If we do not effectively develop, implement and monitor our outsourcing strategy, third-party providers do not perform as anticipated or we experience technological or other problems with a transition, we may not realize productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and a loss of business. Our outsourcing of certain technology and business process functions to third parties may expose us to enhanced risk related to data security, which could result in monetary and reputational damages. In addition, our ability to receive services from third-party providers outside of the United States might be impacted by cultural differences, political instability, unanticipated regulatory requirements or policies inside or outside of the United States. As a result, our ability to conduct our business might be adversely affected.

 

ITEM  1B UNRESOLVED STAFF COMMENTS

None.

ITEM  2 PROPERTIES

We own our headquarters, located at 440 Lincoln Street, Worcester, Massachusetts, with approximately 919,000 square feet.

We also own office space located in a three-building complex located at 808 North Highlander Way, Howell, Michigan, with approximately 1 7 6,000 square feet, where various business operations are conducted . Certain of our properties have been leased to unrelated third parties or are available for lease.

We lease office space located at 30 Fenchurch Street, London, United Kingdom. We also lease offices throughout the United States and in select locations worldwide for branch sales, underwriting and claims processing functions, and the operations of acquired subsidiaries.

We believe that our facilities are adequate for our present needs in all material respects.

ITEM  3 LEGAL PROCEEDINGS

Reference is made to the litigation matter captioned “Durand Litigation” included in Note 18 - “Commitments and Contingencies – Legal Proceedings” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

ITEM  4 MINE SAFETY DISCLOSURES

Not applicable.

 

39

 


 

PART II

ITEM  5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK AND STOCKHOLDER OWNERSHIP

Our common stock is traded on the New York Stock Exchange under the symbol “THG”. On February 22 , 201 6 , we had approximately 19 , 452 shareholders of record and 42 , 819 , 501 shares outstanding. On the same date, the trading price of our common stock was $84 .0 7   per share.  

COMMON STOCK PRICES

The following tables set forth the high and low sales prices of our common stock for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

High (1)

 

 

Low (1)

First Quarter

 

 

 

 

 

$

73.47 

 

$

67.74 

Second Quarter

 

 

 

 

 

$

74.90 

 

$

68.55 

Third Quarter

 

 

 

 

 

$

83.28 

 

$

74.76 

Fourth Quarter

 

 

 

 

 

$

87.42 

 

$

76.00 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

First Quarter

 

 

 

 

 

$

61.51 

 

$

52.86 

Second Quarter

 

 

 

 

 

$

64.36 

 

$

56.88 

Third Quarter

 

 

 

 

 

$

64.42 

 

$

57.80 

Fourth Quarter

 

 

 

 

 

$

73.59 

 

$

59.73 

(1)

Common stock prices were obtained from a third party service provider.

DIVIDENDS

The Board of Directors declared dividends in 2015 and 2014 as follows:

 

 

 

 

 

 

 

 

 

 

 

2015 Per Share Amount

 

 

2014 Per Share Amount

First Quarter

 

$

0.41 

 

$

0.37 

Second Quarter

 

$

0.41 

 

$

0.37 

Third Quarter

 

$

0.41 

 

$

0.37 

Fourth Quarter

 

$

0.46 

 

$

0.41 

We currently expect that comparable cash dividends will be paid in the future; however, the payment of future dividends on our common stock will be determined by the Board of Directors from time to time based upon cash available at our holding company, our results of operations and financial condition and such other factors as the Board of Directors considers relevant.

Dividends to shareholders may be funded from dividends paid to us from our subsidiaries. Dividends from insurance subsidiaries are subject to restrictions imposed by state insurance laws and regulations and for our foreign subsidiaries, to restrictions imposed by the Prudential Regulation Authority and Lloyd’s. See “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 3 – “ Dividend Restrictions” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

ISSUER PURCHASES OF EQUITY SECURITIES

The Board of Directors has authorized a stock repurchase program which provides for aggregate repurchases of up to $900 million, including a $300 million increase in the program in October 2015. Under the repurchase authorizations, we may repurchase our common stock from time to time, in amounts and prices and at such times as deemed appropriate, subject to market conditions and other considerations. Our repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. Total repurchases under this program as of December 31, 201 5 were 12.7  million shares at a cost of $ 610.8 million.  

40

 


 

Shares purchased in the fourth quarter of 2015 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

PERIOD

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (in millions)

October 1 - 31, 2015 (1)

 

462,843 

 

$

81.01 

 

321,484 

 

$

306 

November 1 - 30, 2015 (2)

 

57,170 

 

 

84.36 

 

56,750 

 

 

301 

December 1 - 31, 2015 (3)

 

144,217 

 

 

81.36 

 

142,542 

 

 

289 

Total

 

664,230 

 

$

81.38 

 

520,776 

 

$

289 

 

(1) Includes 141,359 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards.

(2) Includes 420 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards. 

(3) Includes 1,675 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards.

 

 

41

 


 

ITEM  6 -   SELECTED FINANCIAL DATA

FIVE YEAR SUMMARY OF SELECTED FINANCIAL HIGHLIGHTS (1)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums

 

$

4,704.8 

 

$

4,710.3 

 

$

4,450.5 

 

$

4,239.1 

 

$

3,598.6 

Net investment income

 

 

279.1 

 

 

270.3 

 

 

269.0 

 

 

276.6 

 

 

258.2 

Net realized investment gains

 

 

19.5 

 

 

50.1 

 

 

33.5 

 

 

23.6 

 

 

28.1 

Fees and other income

 

 

30.6 

 

 

36.9 

 

 

40.7 

 

 

51.4 

 

 

46.7 

Total revenues

 

 

5,034.0 

 

 

5,067.6 

 

 

4,793.7 

 

 

4,590.7 

 

 

3,931.6 

Losses and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

2,884.1 

 

 

2,927.5 

 

 

2,761.1 

 

 

2,974.4 

 

 

2,550.8 

Amortization of deferred acquisition costs

 

 

1,033.2 

 

 

1,040.0 

 

 

971.0 

 

 

938.1 

 

 

778.9 

Net loss from repayment of debt

 

 

24.1 

 

 

0.1 

 

 

27.7 

 

 

5.1 

 

 

2.3 

Gain on disposal of U.K. motor business

 

 

(38.4)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Other operating expenses

 

 

691.6 

 

 

722.0 

 

 

704.8 

 

 

644.4 

 

 

578.0 

Total losses and expenses

 

 

4,594.6 

 

 

4,689.6 

 

 

4,464.6 

 

 

4,562.0 

 

 

3,910.0 

Income before income taxes

 

 

439.4 

 

 

378.0 

 

 

329.1 

 

 

28.7 

 

 

21.6 

Income tax expense (benefit)

 

 

108.6 

 

 

95.7 

 

 

83.4 

 

 

(17.4)

 

 

(9.9)

Income from continuing operations

 

 

330.8 

 

 

282.3 

 

 

245.7 

 

 

46.1 

 

 

31.5 

Discontinued operations

 

 

0.7 

 

 

(0.3)

 

 

5.3 

 

 

9.8 

 

 

5.2 

Net income

 

$

331.5 

 

$

282.0 

 

$

251.0 

 

$

55.9 

 

$

36.7 

Net income per common share (diluted)

 

$

7.40 

 

$

6.28 

 

$

5.59 

 

$

1.23 

 

$

0.80 

Dividends declared per common share

 

$

1.69 

 

$

1.52 

 

$

1.36 

 

$

1.23 

 

$

1.13 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheets (at December 31)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

13,790.9 

 

$

13,759.7 

 

$

13,378.7 

 

$

13,484.9 

 

$

12,598.6 

Debt

 

 

812.8 

 

 

903.5 

 

 

903.9 

 

 

849.4 

 

 

911.1 

Total liabilities

 

 

10,946.5 

 

 

10,915.7 

 

 

10,784.2 

 

 

10,889.5 

 

 

10,114.6 

Shareholders' equity

 

 

2,844.4 

 

 

2,844.0 

 

 

2,594.5 

 

 

2,595.4 

 

 

2,484.0 

(1)

Includes results of Chaucer Holdings Limited since the July 1, 2011 acquisition date.

 

 

42

 


 

ITEM  7   - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TABLE OF CONTENTS

 

 

 

 

 

Introduction  

44 

 

 

Executive Overview  

44 

 

 

Description of Operating Segments  

45 

 

 

Results of Operations - Consolidated  

45 

 

 

Results of Operations - Segments  

47 

 

 

Investments  

63 

 

 

Other Items  

67 

 

 

Quantitative and Qualitative Disclosures about Market Risk  

68 

 

 

Discontinued Operations  

70 

 

 

Income Taxes  

70 

 

 

Critical Accounting Estimates  

71 

 

 

Statutory Surplus of U.S. Insurance Subsidiaries  

75 

 

 

Lloyd’s Capital Requirement  

75 

 

 

Liquidity and Capital Resources  

76 

 

 

Off-Balance Sheet Arrangements  

79 

 

 

Contingencies and Regulatory Matters  

79 

 

 

Rating Agencies  

79 

 

 

Risks and Forward-Looking Statements  

79 

 

 

Glossary of Selected Insurance Terms  

80 

 

a

 

43

 


 

INT RO DUCTION

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist readers in understanding the consolidated results of operations and financial condition of The Hanover Insurance Group, Inc. and its subsidiaries (“THG”). Consolidated results of operations and financial condition are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). This discussion should be read in conjunction with the Consolidated Financial Statements and related footnotes included elsewhere herein.

Results of operations include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), our principal U.S. domiciled property and casualty companies; Chaucer Holdings Limited (“Chaucer”), our United Kingdom (U.K.) domiciled specialist insurance underwriting group which operates through the Society and Corporation of Lloyd’s (“Lloyd’s”); and certain other insurance and non-insurance subsidiaries. Results of operations include our discontinued operations, consisting primarily of our former life insurance businesses, and our accident and health business.

EXECUT IV E OVERVIEW

Business operations consist of four operating segments: Commercial Lines, Personal Lines, Chaucer and Other.

Operating income before interest expense and income taxes was $ 465.6 million in 201 5 compared to $406.2 million in 2014, an inc rease of $ 59.4 million. This increase is due to lower catastrophe losses, a lower expense ratio, and   higher net investment income, partially offset by higher large loss activity in the Chaucer segment and lower favorable development on prior years’ loss and loss adjustment expense (“LAE”) reserves (“prior years’ loss reserves”). Pre-tax catastrophe losses were $ 181 . 3 million, compared to $223.0 million during 2014. Favorable development on prior years’ loss reserves was $ 94.3 million in 2015, compared to $99.1 million in 2014.

Effective June 30, 2015, we transferred our U.K. motor business to an unaffiliated U.K.-based insurance provider. The transaction was executed through a 100 percent reinsurance arrangement for prior claim liabilities and in-force policies written by this division and the sale of two entities associated with this business. Total consideration from the sale of Chaucer subsidiaries was $64.9 million and the transaction resulted in an after-tax non-operating net gain of $40.6 million. See also “Disposal of U.K. Motor Business” in Note 2 – “Dispositions of Businesses” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

Pricing in our Commercial and Personal Lines remains favorable as we continue to respond to increased weather-related losses over recent years, as well as to the earnings impact of reduced investment income as a result of low interest rates, and other factors. We are continuing efforts to improve our underwriting results in both our Commercial and Personal Lines, through rate increases and improvements to our mix of business. At Chaucer, we continued to experience competitive pressure on rates in 2015. In response to these challenging market conditions, we continue to actively manage Chaucer’s underwriting portfolio, using our expertise, distinctive underwriting capabilities and market knowledge to target specific attractive underwriting opportunities.

Commercial Lines

We believe our unique approach to the small commercial market, distinctiveness in the middle market, and continued development of specialty lines provides us with a diversified portfolio of products and delivers significant value to agents and policyholders. The small commercial and middle market businesses are expected to contribute to premium growth in Commercial Lines over the next several years as we continue to pursue our core strategy of developing strong partnerships with agents, distinctive products, franchise value through limited distribution, and industry segmentation. Growth in our specialty lines continues to be an important part of our strategy.

We believe these efforts have driven, and will continue to drive, improvement in our overall mix of business and ultimately our underwriting profitability. Commercial Lines net premiums written grew by 5.8% in 2015, driven by both our core commercial and specialty businesses. This growth is primarily due to rate and exposure increases, increased retention and targeted new business expansion.

Underwriting results declined slightly in 2015, as compared to 2014, due to   an increase in unfavorable development on prior years’ loss reserves, partially offset by growth in earned premium, underwriting expense efficiencies and improved current accident year loss performance. The competitive nature of the Commercial Lines market requires us to be highly disciplined in our underwriting process to ensure that we write business at acceptable margins, and we continue to seek rate increases across our lines of business.

Personal Lines

Personal Lines focuses on partnering with high quality, value-oriented agencies that deliver consultative selling and stress the importance of account rounding (the conversion of single policy customers to accounts with multiple policies and additional coverages). Approximately 80% of our policies in force are account business. We are focused on making investments that help maintain profitability, build a distinctive position in the market, help diversify us geographically from our largest historical core states of Michigan, Massachusetts and New York, and provide us with profitable growth opportunities.

44

 


 

Underwriting results improved in 2015, as compared to 2014, primarily due to lower catastrophe losses and increased favorable development on prior years’ loss reserves. We continue to seek rate increases in excess of underlying loss cost trends, subject to regulatory and competitive considerations.

Chaucer

Chaucer deploys specialist underwriters in over 30 major insurance and reinsurance classes, including energy, marine and aviation, property, casualty and other coverages. We obtain business through Lloyd’s, the leading international insurance and reinsurance market, which provides us with access to specialist business in over 200 countries and territories worldwide through its international licenses, brand reputation and strong security rating. Our underwriting strength, diverse portfolio and Lloyd’s membership underpin our ability to actively manage the scale, composition and profitable development of this business.

Underwriting results improved slightly in 2015, as compared to 2014, primarily due to increased favorable development on prior years’ loss reserves, lower catastrophe losses and lower expenses, partially offset by higher large loss activity in our energy line. Excluding the U.K. motor business, due to the aforementioned transfer effective June 30, 2015, Chaucer net premiums written declined by 3.9% in 2015, primarily due to lower volumes in the energy, marine   and property lines, partially offset by growth in the specialist liability line.

DES CR IPTIO N OF OPERATING SEGMENTS

Primary business operations include insurance products and services currently provided through four operating segments. Our domestic operating segments are Commercial Lines, Personal Lines, and Other. Our international operating segment is Chaucer. Commercial Lines includes commercial multiple peril, commercial automobile, workers’ compensation and other commercial coverages, such as inland marine, specialty program business, management and professional liability, surety and specialty property. Personal Lines includes personal automobile, homeowners and other personal coverages. Chaucer includes marine and aviation, property, energy, U.K. motor, and casualty and other coverages (which includes international liability, specialist liability coverages, and syndicate participations). As a result of the aforementioned transfer of our U.K. motor business, results from the Chaucer segment no longer include this business subsequent to June 30, 2015. Included in the “Other” segment are Opus Investment Management, Inc., which markets investment management services to institutions, pension funds and other organizations; earnings on holding company assets; and, a discontinued voluntary pools business. We present the separate financial information of each segment consistent with the manner in which our chief operating decision maker evaluates results in deciding how to allocate resources and in assessing performance.

We report interest expense on debt separately from the earnings of our operating segments. This consists of interest on our senior debentures, subordinated debentures, collateralized borrowings with the Federal Home Loan Bank of Boston (“FHLBB”), and letter of credit facility. 

RESU LT S OF OPERATIONS – CONSOLIDATED

201 5 Compared to 2014

Consolidated net income was $331.5 million in 2015, compared to $282.0 million in 2014. The increase of $49.5 million is primarily due to higher operating income of $47.3 million, principally from lower catastrophe losses and a lower expense ratio.  Additionally, consolidated net income in 2015 included the $40.6 million net gain from the disposal of the U.K. motor business. These increases were partially offset by lower net realized investment gains and an increase in net losses from repayments of debt. Net realized investment gains decreased during 2015 primarily as a result of an increase in other-than-temporary impairments (“OTTI”), and from lower gains from the sale of securities. Additionally, the year ended December 31, 2014 included after-tax losses of $7.9 million from the settlement of a portion of the defined benefit pension plan obligation.

2014 Compared to 2013

Consolidated net income was $282.0 million in 2014, compared to $251.0 million in 2013 , an increase of $31.0 million . Operating income increased slightly in 2014 as a result of an improvement from current accident year results, primarily in Commercial Lines, and from higher favorable development in both the Personal Lines and Chaucer segments. These increases in operating income were substantially offset by higher catastrophe losses in our domestic operations. The year ended December 31, 2013 included losses from the repayment of debt totaling $18.0 million, net of tax, which did not recur in 2014. Additionally, the year ended December 31, 2014 included higher realized investment gains from the sale of securities , partially offset by after-tax losses of $7.9 million from the settlement of a portion of the defined benefit pension plan obligation .  

45

 


 

In addition to consolidated net income, we assess our financial performance based upon pre-tax “operating income,” and we assess the operating performance of each of our four operating segments based upon the pre-tax operating income (loss) generated by each segment. Operating income before taxes excludes interest expense on debt and certain other items which we believe are not indicative of our core operations, such as net realized investment gains and losses (including net gains and losses on certain derivative instruments). Such gains and losses are excluded since they are determined by interest rates, financial markets and the timing of sales. Also, operating income before taxes excludes net gains and losses on disposals of businesses and real estate assets, gains and losses related to the repayment of debt, discontinued operations, costs to acquire businesses, restructuring costs, the cumulative effect of accounting changes and certain other items. Although the items excluded from operating income before taxes may be important components in understanding and assessing our overall financial performance, we believe a discussion of operating income before taxes enhances an investor’s understanding of our results of operations by highlighting net income attributable to the core operations of the business. However, operating income before taxes should not be construed as a substitute for income before income taxes and operating income should not be construed as a substitute for net income.

Catastrophe losses and prior years’ reserve development are significant components in understanding and assessing the financial performance of our business. Management reviews and evaluates catastrophes and prior years’ reserve development separately from the other components of earnings. Catastrophes and prior years’ reserve development are not predictable as to timing or the amount that will affect the results of our operations and have affected our results in past years. Management believes that providing certain financial metrics and trends excluding the effects of catastrophes and prior years’ reserve development helps investors to understand the variability in periodic earnings and to evaluate the underlying performance of our operations.

The following table reflects operating income for each operating segment and a reconciliation of operating income to consolidated net income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Operating income (loss) before interest expense and income taxes:

 

 

 

 

 

 

 

 

 

Commercial Lines

 

$

143.3 

 

$

139.9 

 

$

132.4 

Personal Lines

 

 

149.3 

 

 

99.0 

 

 

118.6 

Chaucer

 

 

183.7 

 

 

177.6 

 

 

150.4 

Other

 

 

(10.7)

 

 

(10.3)

 

 

(8.0)

Operating income before interest expense and income taxes

 

 

465.6 

 

 

406.2 

 

 

393.4 

Interest expense on debt

 

 

(60.1)

 

 

(65.2)

 

 

(65.3)

Operating income before income taxes

 

 

405.5 

 

 

341.0 

 

 

328.1 

Income tax expense on operating income

 

 

(125.5)

 

 

(108.3)

 

 

(100.9)

Operating income

 

 

280.0 

 

 

232.7 

 

 

227.2 

Gain on disposal of U.K. motor business, net of tax

 

 

40.6 

 

 

 -

 

 

 -

Other non-operating items:

 

 

 

 

 

 

 

 

 

Net realized investment gains

 

 

19.5 

 

 

50.1 

 

 

33.5 

Loss from settlement of pension obligation

 

 

 -

 

 

(12.1)

 

 

 -

Net loss from repayment of debt

 

 

(24.1)

 

 

(0.1)

 

 

(27.7)

Other

 

 

0.1 

 

 

(0.9)

 

 

(4.8)

Income tax benefit on non-operating items

 

 

14.7 

 

 

12.6 

 

 

17.5 

Income from continuing operations, net of taxes

 

 

330.8 

 

 

282.3 

 

 

245.7 

Net gain (loss) from discontinued operations, net of taxes

 

 

0.7 

 

 

(0.3)

 

 

5.3 

Net income

 

$

331.5 

 

$

282.0 

 

$

251.0 

 

 

 

46

 


 

RESULTS OF OPERATIONS - SEGMENTS

The following is our discussion and analysis of the results of operations by business segment. The operating results are presented before interest expense, taxes and other items which management believes are not indicative of our core operations, including realized gains and losses.

The following table summarizes the results of operations for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Operating revenues

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

4,616.8 

 

$

4,810.1 

 

$

4,552.7 

Net premiums earned

 

$

4,704.8 

 

$

4,710.3 

 

$

4,450.5 

Net investment income

 

 

279.1 

 

 

270.3 

 

 

269.0 

Other income

 

 

30.6 

 

 

36.9 

 

 

40.7 

Total operating revenues

 

 

5,014.5 

 

 

5,017.5 

 

 

4,760.2 

Losses and operating expenses

 

 

 

 

 

 

 

 

 

Losses and LAE

 

 

2,884.1 

 

 

2,927.5 

 

 

2,761.1 

Amortization of deferred acquisition costs

 

 

1,033.2 

 

 

1,040.0 

 

 

971.0 

Other operating expenses

 

 

631.6 

 

 

643.8 

 

 

634.7 

Total losses and operating expenses

 

 

4,548.9 

 

 

4,611.3 

 

 

4,366.8 

Operating income before interest expense and income taxes

 

$

465.6 

 

$

406.2 

 

$

393.4 

201 5 Co mpared to 2014

Operating income before interest expense and income taxes was $465.6 million for the year ended December 31, 2015, compared to $406.2 million for the year ended December 31, 2014, an increase of $59.4 million. This increase was due primarily to lower catastrophe losses, a lower expense ratio and higher net investment income, partially offset by higher large loss activity in the Chaucer segment and lower favorable development on prior years’ loss reserves.

Catastrophe-related activity for the year ended December 31, 2015 was $181.3 million, compared to $223.0 million for the year ended December 31, 2014, a decrease of $41.7 million .  

Favorable development on prior years’ loss reserves was $94.3 million for the year ended December 31, 2015 , compared to $99.1 million for the year ended December 31, 2014 , a decrease of $4.8 million .  

Excluding the effect of our transfer of the U.K. motor business, net premiums written increased by $112.7 million for the year ended December 31, 2015, compared to the year ended December 31, 2014. This increase was primarily driven by pricing increases, increased retention, and targeted new business expansion primarily in Commercial Lines. U.K. motor net premium written was $(8.3) million and $297.7 million in 2015 and 2014, respectively.

2014 Compared to 2013

Operating income before interest expense and income taxes was $406.2 million for the year ended December 31, 2014, compared to $393.4 million for the year ended December 31, 2013, an increase of $12.8 million. This increase in the operating income is primarily due to improved current accident year results, primarily in Commercial Lines, and from higher favorable reserve development in both the Personal Lines and Chaucer segments. These increases were substantially offset by higher catastrophe losses in our domestic operations.

Our consolidated catastrophe related activity for the year ended December 31, 2014 was $223.0 million, compared to $140.0 million for the year ended December 31, 2013, an increase of $83.0 million. Excluding the impact of catastrophe related activity, operating income increased by $95.8 million. This increase was primarily due to improved current accident year results in our domestic segments.

Favorable development on prior years’ loss reserves was $99.1 million for the year ended December 31, 2014, compared to $76.3 million for the year ended December 31, 2013, an increase of $22.8 million. For 2014, $104.6 million of favorable development related to our Chaucer segment was partially offset by $5.5 million of unfavorable development related to our domestic operations. For the year ended December 31, 2013, $94.6 million of favorable development related to our Chaucer segment was partially offset by $18.3 million of unfavorable development related to our domestic operations.

47

 


 

Net premiums written grew by $257.4 million for the year ended December 31, 2014, compared to the year ended December 31, 2013, and net premiums earned grew by $259.8 million. Chaucer accounted for $113.9 million of the net premiums written increase and $183.9 million of the net premiums earned increase, primarily due to growth in the casualty and marine lines, the increase in Chaucer’s economic interests in Syndicate 1084, and the favorable impact of foreign exchange movements. Additionally, growth in our Commercial Lines resulting from rate increases, increased retention and targeted new business expansion, was partially offset by a decrease in our Personal Lines net premiums written. 

PRODUCTION AND UNDERWRITING RESULTS

The following table summarizes premiums written on a gross and net basis, net premiums earned and loss, LAE, expense and combined ratios for the Commercial Lines, Personal Lines and Chaucer segments. Loss, LAE, catastrophe loss and combined ratios shown below include prior year reserve development. These items are not meaningful for our Other segment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

(dollars in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

 

Catastrophe Loss Ratios

 

Loss & LAE Ratios

 

Expense Ratios

 

Combined Ratios

Commercial Lines

 

$

2,592.5 

 

$

2,281.9 

 

$

2,227.0 

 

4.0 

 

64.0 

 

36.4 

 

100.4 

Personal Lines

 

 

1,530.5 

 

 

1,445.6 

 

 

1,426.6 

 

5.3 

 

66.0 

 

28.2 

 

94.2 

Chaucer

 

 

1,321.5 

 

 

889.3 

 

 

1,051.2 

 

1.6 

 

49.2 

 

38.3 

 

87.5 

Total

 

$

5,444.5 

 

$

4,616.8 

 

$

4,704.8 

 

3.9 

 

61.3 

 

34.4 

 

95.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2014

(dollars in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

 

Catastrophe Loss Ratios

 

Loss & LAE Ratios

 

Expense Ratios

 

Combined Ratios

Commercial Lines

 

$

2,442.5 

 

$

2,155.9 

 

$

2,081.4 

 

4.2 

 

63.1 

 

37.1 

 

100.2 

Personal Lines

 

 

1,517.3 

 

 

1,422.8 

 

 

1,407.1 

 

7.6 

 

69.6 

 

28.1 

 

97.7 

Chaucer

 

 

1,505.6 

 

 

1,231.4 

 

 

1,221.8 

 

2.4 

 

51.9 

 

38.1 

 

90.0 

Total

 

$

5,465.4 

 

$

4,810.1 

 

$

4,710.3 

 

4.7 

 

62.2 

 

34.7 

 

96.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2013

(dollars in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

 

Catastrophe Loss Ratios

 

Loss & LAE Ratios

 

Expense Ratios

 

Combined Ratios

Commercial Lines

 

$

2,295.9 

 

$

2,007.2 

 

$

1,958.4 

 

2.0 

 

62.4 

 

38.0 

 

100.4 

Personal Lines

 

 

1,531.6 

 

 

1,428.0 

 

 

1,454.2 

 

4.6 

 

68.8 

 

27.9 

 

96.7 

Chaucer

 

 

1,374.2 

 

 

1,117.5 

 

 

1,037.9 

 

3.3 

 

51.8 

 

37.8 

 

89.6 

Total

 

$

5,201.7 

 

$

4,552.7 

 

$

4,450.5 

 

3.1 

 

62.0 

 

34.7 

 

96.7 

 

 

48

 


 

The following table summarizes net premiums written, and loss and LAE and catastrophe loss ratios by line of business for the Commercial Lines and Personal Lines segments. Loss and LAE and catastrophe loss ratios include prior year reserve development.

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

(dollars in millions)

 

 

Net Premiums Written

 

Loss & LAE Ratios

 

Catastrophe Loss Ratios

Commercial Lines:

 

 

 

 

 

 

 

Commercial multiple peril

 

$

752.6 

 

61.7 

 

7.4 

Commercial automobile

 

 

306.0 

 

78.2 

 

0.2 

Workers' compensation

 

 

267.8 

 

50.6 

 

 -

Other commercial

 

 

955.5 

 

64.9 

 

3.7 

Total Commercial Lines

 

 

2,281.9 

 

64.0 

 

4.0 

Personal Lines:

 

 

 

 

 

 

 

Personal automobile

 

 

900.0 

 

71.1 

 

0.5 

Homeowners

 

 

507.4 

 

59.7 

 

14.0 

Other personal

 

 

38.2 

 

32.2 

 

2.6 

Total Personal Lines

 

 

1,445.6 

 

66.0 

 

5.3 

Total

 

$

3,727.5 

 

64.8 

 

4.5 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2014

(dollars in millions)

 

 

Net Premiums Written

 

Loss & LAE Ratios

 

Catastrophe Loss Ratios

Commercial Lines:

 

 

 

 

 

 

 

Commercial multiple peril

 

$

705.1 

 

62.2 

 

10.4 

Commercial automobile

 

 

302.6 

 

76.6 

 

0.4 

Workers' compensation

 

 

247.8 

 

68.0 

 

 -

Other commercial

 

 

900.4 

 

57.7 

 

1.8 

Total Commercial Lines

 

 

2,155.9 

 

63.1 

 

4.2 

Personal Lines:

 

 

 

 

 

 

 

Personal automobile

 

 

884.1 

 

72.5 

 

1.0 

Homeowners

 

 

499.0 

 

67.1 

 

19.5 

Other personal

 

 

39.7 

 

38.3 

 

2.5 

Total Personal Lines

 

 

1,422.8 

 

69.6 

 

7.6 

Total

 

$

3,578.7 

 

65.8 

 

5.6 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2013

(dollars in millions)

 

 

Net Premiums Written

 

Loss & LAE Ratios

 

Catastrophe Loss Ratios

Commercial Lines:

 

 

 

 

 

 

 

Commercial multiple peril

 

$

651.7 

 

57.4 

 

4.6 

Commercial automobile

 

 

304.7 

 

74.4 

 

0.2 

Workers' compensation

 

 

229.6 

 

62.1 

 

 -

Other commercial

 

 

821.2 

 

62.1 

 

1.1 

Total Commercial Lines

 

 

2,007.2 

 

62.4 

 

2.0 

Personal Lines:

 

 

 

 

 

 

 

Personal automobile

 

 

890.3 

 

75.9 

 

0.4 

Homeowners

 

 

496.7 

 

58.0 

 

12.0 

Other personal

 

 

41.0 

 

43.7 

 

5.0 

Total Personal Lines

 

 

1,428.0 

 

68.8 

 

4.6 

Total

 

$

3,435.2 

 

65.1 

 

3.1 

 

49

 


 

The following table summarizes premiums written on a gross and net basis and net premiums earned by line of business for the Chaucer segment.

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

(in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

Chaucer:

 

 

 

 

 

 

 

 

 

Marine and aviation

 

$

354.2 

 

$

286.9 

 

$

277.6 

Property

 

 

236.1 

 

 

166.9 

 

 

169.1 

Energy

 

 

198.6 

 

 

136.2 

 

 

174.8 

U.K. motor

 

 

187.5 

 

 

(8.3)

 

 

135.4 

Casualty and other

 

 

345.1 

 

 

307.6 

 

 

294.3 

Total Chaucer

 

$

1,321.5 

 

$

889.3 

 

$

1,051.2 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2014

(in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

Chaucer:

 

 

 

 

 

 

 

 

 

Marine and aviation

 

$

374.6 

 

$

304.8 

 

$

284.1 

Property

 

 

245.4 

 

 

179.2 

 

 

187.6 

Energy

 

 

247.2 

 

 

173.0 

 

 

200.0 

U.K. motor

 

 

319.1 

 

 

297.7 

 

 

305.9 

Casualty and other

 

 

319.3 

 

 

276.7 

 

 

244.2 

Total Chaucer

 

$

1,505.6 

 

$

1,231.4 

 

$

1,221.8 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2013

(in millions)

 

 

Gross Premiums Written

 

 

Net Premiums Written

 

 

Net Premiums Earned

Chaucer:

 

 

 

 

 

 

 

 

 

Marine and aviation

 

$

348.0 

 

$

277.1 

 

$

250.0 

Property

 

 

254.6 

 

 

191.9 

 

 

183.6 

Energy

 

 

233.3 

 

 

174.2 

 

 

169.6 

U.K. motor

 

 

319.4 

 

 

300.5 

 

 

284.2 

Casualty and other

 

 

218.9 

 

 

173.8 

 

 

150.5 

Total Chaucer

 

$

1,374.2 

 

$

1,117.5 

 

$

1,037.9 

50

 


 

The following table summarizes GAAP underwriting results for the Commercial Lines, Personal Lines, Chaucer and Other segments and reconciles it to operating income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2015

(in millions)

 

 

Commercial Lines

 

 

Personal Lines

 

 

Chaucer

 

 

Other

 

 

Total

Underwriting profit (loss), excluding prior year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserve development and catastrophes

 

$

121.2 

 

$

128.1 

 

$

28.2 

 

$

(1.6)

 

$

275.9 

Prior year favorable (unfavorable) loss and LAE reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

development

 

 

(45.2)

 

 

19.7 

 

 

120.1 

 

 

(0.3)

 

 

94.3 

Pre-tax catastrophe effect

 

 

(88.7)

 

 

(75.8)

 

 

(16.8)

 

 

 -

 

 

(181.3)

Underwriting profit (loss)

 

 

(12.7)

 

 

72.0 

 

 

131.5 

 

 

(1.9)

 

 

188.9 

Net investment income

 

 

156.3 

 

 

72.5 

 

 

45.9 

 

 

4.4 

 

 

279.1 

Fees and other income

 

 

8.4 

 

 

12.2 

 

 

7.0 

 

 

3.0 

 

 

30.6 

Other operating expenses

 

 

(8.7)

 

 

(7.4)

 

 

(0.7)

 

 

(16.2)

 

 

(33.0)

Operating income (loss) before interest expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

$

143.3 

 

$

149.3 

 

$

183.7 

 

$

(10.7)

 

$

465.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2014

(in millions)

 

 

Commercial Lines

 

 

Personal Lines

 

 

Chaucer

 

 

Other

 

 

Total

Underwriting profit (loss), excluding prior year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserve development and catastrophes

 

$

88.7 

 

$

123.4 

 

$

46.7 

 

$

(1.7)

 

$

257.1 

Prior year favorable (unfavorable) loss and LAE reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

development

 

 

(9.2)

 

 

5.1 

 

 

104.6 

 

 

(1.4)

 

 

99.1 

Pre-tax catastrophe effect

 

 

(87.8)

 

 

(106.4)

 

 

(28.8)

 

 

 -

 

 

(223.0)

Underwriting profit (loss)

 

 

(8.3)

 

 

22.1 

 

 

122.5 

 

 

(3.1)

 

 

133.2 

Net investment income

 

 

149.4 

 

 

71.9 

 

 

44.2 

 

 

4.8 

 

 

270.3 

Fees and other income

 

 

8.2 

 

 

12.0 

 

 

13.7 

 

 

3.0 

 

 

36.9 

Other operating expenses

 

 

(9.4)

 

 

(7.0)

 

 

(2.8)

 

 

(15.0)

 

 

(34.2)

Operating income (loss) before interest expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

$

139.9 

 

$

99.0 

 

$

177.6 

 

$

(10.3)

 

$

406.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31, 2013

(in millions)

 

 

Commercial Lines

 

 

Personal Lines

 

 

Chaucer

 

 

Other

 

 

Total

Underwriting profit (loss), excluding prior year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserve development and catastrophes

 

$

31.0 

 

$

118.2 

 

$

47.5 

 

$

(2.1)

 

$

194.6 

Prior year favorable (unfavorable) loss and LAE reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

development

 

 

(3.3)

 

 

(13.7)

 

 

94.6 

 

 

(1.3)

 

 

76.3 

Pre-tax catastrophe effect

 

 

(38.7)

 

 

(66.9)

 

 

(34.4)

 

 

 -

 

 

(140.0)

Underwriting profit (loss)

 

 

(11.0)

 

 

37.6 

 

 

107.7 

 

 

(3.4)

 

 

130.9 

Net investment income

 

 

143.5 

 

 

75.8 

 

 

42.7 

 

 

7.0 

 

 

269.0 

Fees and other income

 

 

7.6 

 

 

12.5 

 

 

17.6 

 

 

3.0 

 

 

40.7 

Other operating expenses

 

 

(7.7)

 

 

(7.3)

 

 

(17.6)

 

 

(14.6)

 

 

(47.2)

Operating income (loss) before interest expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

$

132.4 

 

$

118.6 

 

$

150.4 

 

$

(8.0)

 

$

393.4 

51

 


 

201 5 Compared to 201 4

Commercial Lines

Commercial Lines net premiums written were $2,281.9 million for the year ended December 31, 2015, compared to $2,155.9 million for the year ended December 31, 2014. This $126.0 million increase was primarily driven by pricing increases, increased retention, and targeted new business expansion.

Commercial Lines underwriting loss for the year ended December 31, 2015 was $12.7 million, compared to $8.3 million for the year ended December 31, 2014, a decline of $4.4 million. Unfavorable development on prior years’ loss reserves for the year ended December 31, 2015 was $45.2 million, compared to $9.2 million for the year ended December 31, 2014, an increase of $36.0 million.  Catastrophe-related losses increased slightly for the   year ended December 31 2015 at $88.7 million, compared to $87.8 million for the year ended December 31, 2014. Unfavorable prior year development was due to higher than expected losses in Other Commercial Lines of $53.7 million, which includes our AIX program business. This was principally driven by losses in accident years 2013 and prior, primarily from programs which have since been terminated and from higher than expected losses in our general liability lines, partially offset by favorable development in our commercial umbrella and healthcare lines, also included in Other Commercial Lines. We also experienced unfavorable prior year development in our commercial automobile line of $23.4 million. These items were partially offset by favorable prior year development in our workers’ compensation line of $46.9 million.

Commercial Lines current accident year underwriting profit, excluding catastrophes, was $121.2 million for the year ended December 31, 2015, compared to $88.7 million for the year ended December 31, 2014. This $32.5 million improvement was primarily due to growth in earned premium, underwriting expense efficiencies, and improved loss performance in all major lines of business that resulted from our pricing and underwriting actions.

Pr icing in Commercial Lines continued to be favorable in 2015 as we and the industry reacted to reduced investment income as a result of low interest rates, elevated loss trends in commercial automobile liability lines, recent weather-related losses, and other factors. We are continuing efforts to improve our underwriting results, including through increased rates; however, our ability to increase Commercial Lines net premiums written while maintaining or improving underwriting results may be affected by price competition and the challenging economic environment. We continue to monitor these trends and consider them in our rate actions.

Personal Lines

Personal Lines net premiums written were $1,445.6 million for the year ended December 31, 2015, compared to $1,422.8 million for the year ended December 31, 2014, an increase of $22.8 million. This was due primarily to increased rates and improved retention in both the personal automobile and homeowners lines of business.

Net premiums written in the personal automobile line of business for the year ended December 31, 2015 were $900.0 million compared to $884.1 million for the year ended December 31, 2014, an increase of $15.9 million. This increase was primarily due to rate increases, partially offset by a decline in policies in force of 3.2%. Net premiums written in the homeowners line of business for the year ended December 31, 2015 were $507.4 million, compared to $499.0 million for the year ended December 31, 2014, an increase of $8.4 million. This is attributable to rate increases which offset a decline in policies in force of 1.9%. The decline in policies in force in the personal automobile and homeowners lines were principally attributable to a decline in new business volume and, to a lesser extent, our exposure management actions over the last 12 months.

Personal Lines underwriting profit for the year ended December 31, 2015 was $72.0 million, compared to $22.1 million for the year ended December 31, 2014, an improvement of $49.9 million. Catastrophe losses for the year ended December 31, 2015 were $75.8 million, compared to $106.4 million for the year ended December 31, 2014, a decrease of $30.6 million. Favorable development on prior years’ loss reserves for the year ended December 31, 2015 was $19.7 million, compared to $5.1 million for the year ended December 31, 2014, an increase of $14.6 million, primarily from the homeowners line.

Personal Lines current accident year underwriting profit, excluding catastrophes, was $128.1 million in the year ended December 31, 2015, compared to $123.4 million for the year ended December 31, 2014. This $4.7 million improvement was primarily a result of our ongoing pricing and underwriting actions in both lines of business, partially offset by higher large loss experience in the homeowners line, largely due to fire.

Although we have been able to obtain rate increases in our Personal Lines markets and believe that our ability to obtain these increases will continue, our ability to maintain Personal Lines net premiums written and to maintain and improve underwriting results may be affected by price competition, recent years’ weather-related losses, our exposure management actions, and regulatory and legal developments. We monitor these trends and consider them in our rate actions.  

52

 


 

Chaucer

Chaucer’s net premiums written were $889.3 million for the year ended December 31 , 2015, compared to $1,231.4 million for the year ended December 31 , 2014. This decline of $342.1 million was primarily due to the aforementioned transfer of the U.K. motor business. Excluding the U.K. motor business, net premiums written declined by $36.1 million or 3.9%, primarily due to lower volumes in the energy, marine and property lines, partially offset by growth in the specialist liability line.

Chaucer’s underwriting profit for the year ended December 31, 2015 was $131.5 million, compared to $122.5 million for the year ended December 31, 2014, an increase of $9.0 million. This increase is primarily due to higher favorable development on prior years’ loss reserves, lower catastrophe losses and lower expenses, partially offset by higher large loss activity in the energy line. Favorable development on prior years’ loss reserves for the year ended December 31, 2015 was $120.1 million, compared to $104.6 million for the year ended December 31, 2014, an increase of $15.5 million. Catastrophe losses for the year ended December 31 , 2015 were $16.8 million, compared to $28.8 million for the year ended December 31 , 2014, a decrease of $12.0 million.

Chaucer’s current accident year underwriting profit, excluding catastrophes, was $28.2 million in the year ended December 31 , 2015, compared to $46.7 million for the year ended December 31 , 2014. This $18.5 million decline was primarily due to higher large losses in the energy line, partially offset by lower losses in the aviation and property lines.

We continue to experience significant competition across the international insurance industry. Current pricing conditions in all markets continue to be affected by high industry capacity and competition, and a continued absence of major losses in our markets. There can be no assurance that we will be able to maintain adequate rates in light of economic and regulatory conditions in our markets. 

Other

Other operating losses were $10.7 million for the year ended December 31, 2015, compared to $10.3 million for the year ended December 31, 2014, an increase of $0.4 million.

2014 Compared to 2013

Commercial Lines

Commercial Lines net premiums written were $2,155.9 million for the year ended December 31, 2014, compared to $2,007.2 million for the year ended December 31, 2013. This $148.7 million increase was primarily driven by rate increases, increased retention, and targeted new business expansion, partially offset by exposure and portfolio management actions that focus on reducing volatility from weather-related events and driving profit improvement.

Commercial Lines underwriting loss for the year ended December 31, 2014 was $ 8.3 million, compared to an underwriting loss of $11.0 million for the year ended December 31, 2013, a change of $ 2 . 7 million.   Catastrophe related losses for the year ended December 31, 2014 were $ 87.8 million, compared to $38.7 million for the year ended December 31, 2013, an increase of $4 9.1 million. Unfavorable development on prior years’ loss reserves for the year ended December 31, 2014 was $ 9.2 million compared to $3.3 million for the year ended December 31, 2013, an in crease of $5.9 million.

Commercial Lines current accident year underwriting profit, excluding catastrophes, was $ 88.7 million for the year ended December 31, 2014, compared to $31.0 million for the year ended December 31, 2013. This $ 57.7 million improvement was primarily due to lower losses in our surety, commercial multiple peril, inland marine, and specialty property lines. In addition, results benefited from growth in earned premium and underwriting expense efficiencies.

Personal Lines

Personal Lines net premiums written were $1,422.8 million for the year ended December 31, 2014, compared to $1,428.0 million for the year ended December 31, 2013, a decrease of $5.2 million . The primary factors contributing to this decrease were our continued property-focused exposure management actions and actions to improve underwriting results in all lines of business. These decreases were partially offset by higher rates in both our homeowners and personal automobile lines.

Net premiums written in the personal automobile line of business for the year ended December 31, 2014 were $884.1 million compared to $890.3 million for the year ended December 31, 2013, a decrease of $6.2 million . This decrease was primarily due to a decline in policies in force of 3.5 %, primarily from ongoing exposure management actions and actions to improve underwriting results, partially offset by rate increases. Net premiums written in the homeowners line of business for the year ended December 31, 2014 were $499.0 million , compared to $496.7 million for the year ended December 31, 2013, an increase of $2.3 million .   This   is primarily due   to rate increases, partially offset by a   decline in policies in force of 5.3 % , principally as a result of the aforementioned exposure management actions.

53

 


 

Personal Lines underwriting profit for the year ended December 31, 2014 was $ 22.1 million, compared to $37.6 million for the year ended December 31, 2013, a decrease of $ 15.5 million. Catastrophe losses for the year ended December 31, 2014 were $106.4 million, compared to $66.9 million for the year ended December 31, 2013, an increase of $39.5 million . Favorable development on prior years’ loss reserves for the year ended December 31, 2014 was $ 5.1 million, compared to unfavorable development of $13.7 million for the year ended December 31, 2013, a change of $ 18.8 million, primarily in the personal automobile line.

Pe rsonal Lines current accident year underwriting profit, excluding catastrophes, was $ 123.4 million in the year ended December 31, 2014, compared to $118.2 million for the year ended December 31, 2013. This $ 5.2 million increase was attributable to more favorable loss experience due to rate and underwriting actions, partially offset by higher non-catastrophe weather-related losses in the homeowners line.

Chaucer

Chaucer’s net premiums written were $1,23 1 . 4 million for the year ended December 31, 2014, compared to $1,117.5 million for the year ended December 31, 2013, an increase of $11 3 . 9 million, or 10. 2 %. This growth was principally related to the casualty line, primarily due to expanded underwriting capabilities, growth in the marine line, the aforementioned increase in Chaucer’s economic interests in Syndicate 1084, and the favorable impact of foreign exchange rate movements.

Chaucer’s underwriting profit for the year ended December 31, 2014 was $122. 5 million, compared to $107.7 million for the year ended December 31, 2013, an improvement of $14. 8 million . These improved results were primarily due to   higher earned premiums, favorable development on prior years’ loss reserves, and lower catastrophe losses, partially offset by lower current accident year underwriting results. Favorable development on prior years’ loss reserves for the year ended December 31, 2014 was $10 4 . 6 million, compared to $94.6 million for the year ended December 31, 2013, a change of $1 0 . 0 million . Catastrophe losses for the year ended December 31, 2014 were $28.8 million , compared to $34.4 million for the year ended December 31, 2013, a decrease of $5.6 million. Higher current year non-catastrophe losses in our U.K. motor, and marine and aviation lines were partially offset by lower losses in our property line.

Other

Other operating losses were $10.3 million for the year ended December 31, 2014, compared to $8.0 million for the year ended December 31, 2013. The $2.3 million increased loss is primarily due to lower net investment income in our holding company.

RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

Overview of Loss Reserve Estimation Process

We maintain reserves for our property and casualty products to provide for our ultimate liability for losses and loss adjustment expenses (our “loss reserves”) with respect to reported and unreported claims incurred as of the end of each accounting period. These reserves are estimates, taking into account past loss experience, modified for current trends, as well as prevailing economic, legal and social conditions. Loss reserves represent our largest liability.

Management’s process for establishing loss reserves is a comprehensive process that involves input from multiple functions throughout our organization, including finance, actuarial, claims, legal, underwriting, distribution and business operations management. The process incorporates facts currently known and the current, and in some cases, the anticipated, state of the law and coverage litigation. Based on information currently available, we believe that the aggregate loss reserves at December 31, 201 5 were adequate to cover claims for losses that had occurred as of that date, including both those known to us and those yet to be reported. However, as described below, there are significant uncertainties inherent in the loss reserving process. Our estimate of the ultimate liability for losses that had occurred as of December 31, 201 5 is expected to change in future periods as we obtain further information, and such changes could have a material effect on our results of operations and financial condition.

Our loss reserves include case estimates for claims that have been reported and estimates for claims that have been incurred but not reported (“IBNR”) at the balance sheet date. They also include estimates of the expenses associated with processing and settling all reported and unreported claims, less estimates of anticipated salvage and subrogation recoveries. Our property and casualty loss reserves are not discounted to present value.

Cas e reserves are established by our claim personnel individually on a claim by claim basis and based on information specific to the occurrence and terms of the underlying policy. For some classes of business, average case reserves are used initially. Case reserves are periodically reviewed and modified based on new or additional information pertaining to the claim.

IB NR reserves are estimated by management and our reserving actuaries on an aggregate basis for each line of business or coverage for loss and loss expense liabilities not reflected within the case reserves. The sum of the case reserves and the IBNR reserves r epresents our estimate of total unpaid losses and loss adjustment expenses.

W e regularly review our loss reserves using a variety of industry accepted analytical techniques. We update the loss reserves as historical loss experience develops, additional claims are reported and resolved and new information becomes available. Net changes in loss reserves are reflected in operating results in the period in which the reserves are changed.

54

 


 

Th e IBNR reserve includes a provision for claims that have occurred but have not yet been reported to us, some of which may not yet be known to the insured, as well as a provision for future development on reported claims. IBNR represents a significant proportion of our total net loss reserves, particularly for long-tail liability classes. In fact, approximately 51% of our aggregate net loss reserves at December 31, 2015 were for IBNR losses and loss expenses.

Critical Judgments and Key Assumptions

We determine the amount of our loss reserves based on an estimation process that is very complex and uses information from both company specific and industry data, as well as general economic and other information. The estimation process is a combination of objective and subjective information, the blending of which requires significant professional judgment. There are various assumptions required, including future trends in frequency and severity of claims, operational changes in claim handling, and trends related to general economic and social conditions. Informed subjective estimates and judgments as to our ultimate exposure to losses are an integral component of our loss reserve estimation process.

Given the inherent complexity of our loss reserve estimation process and the potential variability of the assumptions used, the actual emergence of losses will vary, perhaps substantially, from the estimate of losses included in our financial statements, particularly in those instances where settlements or other claim resolutions do not occur until well into the future. Our net loss reserves at December 31, 2015 were $ 4.3 billion. Therefore, a relatively small percentage change in the estimate of net loss reserves would have a material effect on our results of operations.

There is greater inherent uncertainty in estimating insurance reserves for certain types of property and casualty insurance lines, particularly liability lines, where a longer period of time may elapse before a definitive determination of ultimate liability and losses may be made. In addition, the technological, judicial, regulatory and political climates involving these types of claims are continuously evolving. There is also greater uncertainty in establishing reserves with respect to business that is new to us, particularly new business which is generated with respect to newly introduced product lines, by newly appointed agents or in geographies in which we have less experience in conducting business, such as the program business written by AIX Holdings, Inc. (“AIX”), Chaucer’s U.S. casualty treaty and international liability lines, our professional liability specialty lines, our excess and surplus specialty lines, and business written in the western part of the United States. In some of these cases, there is less historical experience or knowledge and less data upon which we can rely. A combination of business that is both new to us and has longer development periods provides even greater uncertainty in estimating insurance reserves. In our management and professional liability lines, we are modestly increasing, and expect to continue to increase, our exposure to longer-tailed liability lines, including directors and officers liability, errors and omissions liability and product liability coverages. The Chaucer business acquired in 2011 contains several liability lines, of which financial institution and professional liability, U.S. casualty treaty liability, international liability and energy liability, contribute the most uncertainty. Chaucer’s U.S. casualty treaty lines have grow n in 2014 and 201 5, due to our expanded underwriting capabilities.

We regularly update our reserve estimates as new information becomes available and additional events occur which may impact the resolution of unsettled claims. Reserve adjustments are reflected in the results of operations as adjustments to losses and LAE. Often, these adjustments are recognized in periods subsequent to the period in which the underlying policy was written and the loss event occurred. When these types of subsequent adjustments affect prior years, they are described separately as “prior year reserve development”. Such development can be either favorable or unfavorable to our financial results and may vary by line of business. As discussed below, estimated loss and LAE reserves for claims occurring in prior years developed favorably by $ 94.3 million, $99.1 million, and $76.3 million for the years ended December 31, 2015, 2014, and 2013, respectively. However, we have experienced unfavorable development in prior years and there can be no assurance that current loss and LAE reserves will be sufficient.

We regularly review our reserving techniques, our overall reserving position and our reinsurance. Based on (i) our review of historical data, legislative enactments, judicial decisions, legal developments in impositions of damages and policy coverage, political attitudes and trends in general economic conditions, (ii) our review of per claim information, (iii) our historical loss experience and that of the industry, (iv) the nature of policies written by us, and (v) our internal estimates of required reserves, we believe that adequate provision has been made for loss reserves. However, establishment of appropriate reserves is an inherently uncertain process and there can be no certainty that current established reserves will prove adequate in light of subsequent actual experience. A significant change to the estimated reserves could have a material impact on our results of operations and financial position. An increase or decrease in reserve estimates would result in a corresponding decrease or increase in financial results. For example, each one percentage point change in the aggregate loss and LAE ratio resulting from a change in reserve estimation is currently projected to have an approximate $47 million impact on operating income, based on 2015 full year premiums.

The major causes of material uncertainty relating to ultimate losses and LAE (“risk factors”) generally vary for each line of business, as well as for each separately analyzed component of the line of business. In some cases, such risk factors are explicit assumptions of the estimation method and in others, they are implicit. For example, a method may explicitly assume that a certain percentage of claims will close each year, but will implicitly assume that the legal interpretation of existing contract language will remain unchanged. Actual results will likely vary from expectations for each of these assumptions, resulting in an ultimate claim liability that is different from that being estimated currently.

55

 


 

Some risk factors affect multiple lines of business. Examples include changes in claim department practices, changes in settlement patterns, regulatory and legislative actions, court actions, timeliness of claim reporting, state mix of claimants, and degree of claimant fraud. Additionally, there is also a higher degree of uncertainty due to growth in our newly acquired businesses, with respect to which we have less familiarity and, in some cases, limited historical claims experience. The extent of the impact of a risk factor will also vary by components within a line of business. Individual risk factors are subject to interactions with other risk factors within line of business components. Thus, risk factors can have offsetting or compounding effects on required reserves.

Inflation generally increases the cost of losses covered by insurance contracts. The effect of inflation varies by product. Our property and casualty insurance premiums are established before the amount of losses and LAE and the extent to which inflation may affect such expenses are known. Consequently, we attempt, in establishing rates and reserves, to anticipate the potential impact of inflation in the projection of ultimate costs. For example, we have experienced increasing medical and attendant care costs, including those associated with automobile personal injury protection claims, particularly in Michigan, as well as in our workers’ compensation line in most states. Increases are reflected in our current reserve estimates, but continued increases could contribute to increased losses and LAE in the future.

We are also defendants in various litigation matters, including putative class actions, which may claim punitive damages, bad faith or extra-contractual damages, legal fees and interest, or claim a broader scope of policy coverage or settlement and payment obligations than our interpretation. Resolution of these cases are often highly unpredictable and could involve material unanticipated damage awards.

Loss and LAE Reserves by Line of Business

Reserving Process Overview

Our loss reserves include amounts related to short-tail and long-tail classes of business. “Tail” refers to the time period between the occurrence of a loss and the final settlement of the claim. The longer the time span between the incidence of a loss and the settlement of the claim (i.e. a longer tail), the more the ultimate settlement amount may likely vary from our original estimate.

Short-tail classes consist principally of automobile physical damage, homeowners property, commercial property and marine business. The Chaucer business, while having more longer-tail coverages than our traditional U.S. business, contains a substantial book of worldwide property insurance and reinsurance business, including certain high excess property layers, marine property, aviation property and energy property business which has relatively short development patterns. For these property coverages, claims are generally reported and settled shortly after the loss occurs because the claims relate to tangible property and are more likely to be discovered shortly after the loss occurs, and property losses are often more easily valued. Consequently, the estimation of loss reserves for these classes is generally less complex. However, this is less true for our Chaucer reinsurance business and high excess property layers where there is often a longer period of time between the date a claim is incurred and the date the claim is reported compared with our direct insurance operations. Therefore, the risk of delayed recognition of loss reserve development is higher for our assumed reinsurance and high excess property layers than for our direct insurance lines.

While we estimate that a majority of our written premium is in what we would characterize as shorter-tailed classes of business, most of our loss reserves relate to longer-tail liability classes of business. Long-tailed classes include commercial liability, automobile liability, workers’ compensation and other types of third party coverage. Chaucer’s longer-tailed lines include aviation liability, marine liability, energy liability, nuclear liability, U.S. casualty treaty liability, international liability, specialist liability, and financial institutions and professional liability. For many liability claims, significant periods of time, ranging up to several years or more, may elapse between the occurrence of the loss, the discovery and reporting of the loss to us and the settlement of the claim. As a result, loss experience in the more recent accident years for long-tailed liability coverage has limited statistical credibility because a relatively small proportion of losses in these accident years (the calendar years in which losses are incurred) are reported claims and an even smaller proportion are paid losses. Liability claims are also more susceptible to litigation and can be significantly affected by changing contract interpretations, the legal environment and the risk and expense of protracted litigation. Consequently, the estimation of loss reserves for these coverages is more complex and typically subject to a higher degree of variability and uncertainty compared to short-tailed coverages.

Most of our indirect business from voluntary and involuntary pools is long-tailed casualty reinsurance. Reserve estimates for this business are therefore subject to the variability caused by extended loss emergence periods. The estimation of loss reserves for this business is further complicated by delays between the time the claim is reported to the ceding insurer and when it is reported by the ceding insurer to the pool manager and then to us, and by our dependence on the quality and consistency of the loss reporting by the ceding company and actuarial estimates by the pool manager.

A comprehensive review of loss reserves for each of the classes of business which we write is conducted regularly, generally quarterly. This review process takes into consideration a variety of trends that impact the ultimate settlement of claims. Where appropriate, the review includes a review of overall payment patterns and the emergence of paid and reported losses relative to expectations.

 

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The loss reserve estimation process relies on the basic assumption that past experience, adjusted for the effects of current developments and likely trends, is an appropriate basis for predicting future outcomes. As part of this process, we use a variety of analytical methods that consider experience, trends and other relevant factors. IBNR reserves are generally calculated by first projecting the ultimate cost of all claims that have been reported or expected to be reported in the future and then subtracting reported losses and loss expenses. Reported losses include cumulative paid losses and loss expenses plus case reserves. Within the comprehensive loss reserving process, standard actuarial methods which include: (1) loss development factor methods; (2) expected loss methods (Bornheutter-Ferguson); and (3) adjusted loss methods (Berquist-Sherman), are given due consideration. These methods are described below:

·

Loss development factor methods generally assume that the losses yet to emerge for an accident year are proportional to the paid or reported loss amount observed to date. Historical patterns of the development of paid and reported losses by accident year can be predictive of the expected future patterns that are applied to current paid and reported losses to generate estimated ultimate losses by accident year.

·

Bornheutter-Ferguson methods utilize the product of the expected ultimate losses times the proportion of ultimate losses estimated to be unreported or unpaid to calculate IBNR. The expected ultimate losses are based upon current estimates of ultimate losses from prior accident years, adjusted to reflect expected earned premium, current rating, claims cost levels and changes in business mix. The expected losses, and corresponding loss ratios, are a critical component of Bornheutter-Ferguson methodologies and provide a general reasonability guide.

·

Berquist-Sherman methods are used for estimating reserves in business lines where historical development patterns may be deemed less reliable for more recent accident years’ ultimate losses. Under these methods, patterns of historical paid or reported losses are first adjusted to reflect current payment settlement patterns and case reserve adequacy and then evaluated in the same manner as the loss development factor methods described above. When the adequacy of case reserves change, the Berquist-Sherman incurred method may be deemed more reliable than the reported loss development factor method. Likewise, when the settlement patterns change, the Berquist-Sherman paid method may be deemed more reliable than the paid loss development factor method.

In addition to the methods described above, various tailored reserving methodologies are used for certain businesses. For example, for some low volume and high volatility classes of business, special reserving techniques are utilized that estimate IBNR by selecting the loss ratio that balances actual reported losses to expected reported losses as defined by the estimated underlying reporting pattern. Also, for some classes with long exposure periods (e.g. energy construction, engineering and political risks), earnings patterns plus an estimated reporting lag applied to the Bornheutter-Ferguson initial expected loss ratio are used to estimate IBNR. This is done in order to reflect the changing average exposure periods by policy year (and consequently accident year).

In completing the loss reserve analysis, a variety of assumptions must be made for each line of business, coverage and accident year. Each estimation method has its own pattern, parameter and/or judgmental dependencies, with no estimation method being better than the others in all situations. The relative strengths and weaknesses of the various estimation methods, when applied to a particular class of business, can also change over time, depending on the underlying circumstances. In many cases, multiple estimation methods will be valid for the particular facts and circumstances of the relevant class of business. The manner of application and the degree of reliance on a given method will vary by line of business and coverage, and by accident year based on an evaluation of the above dependencies and the potential volatility of the loss frequency and severity patterns. The estimation methods selected or given weight at a particular valuation date are those that are believed to produce the most reliable indication for the loss reserves being evaluated. Selections incorporate input from claims personnel, pricing actuaries, and underwriting management on loss cost trends and other factors that could affect ultimate losses.

For most classes of shorter-tailed business in our Commercial and Personal Lines segments, the emergence of paid and incurred losses generally exhibits a relatively stable pattern of loss development from one accident year to the next. Thus, for these classes, the loss development factor method is generally appropriate. For many of the classes of shorter-tailed business in our Chaucer segment, the emergence of paid and incurred losses may exhibit a relatively volatile pattern of loss development from one accident year to the next. In certain cases where there is a relatively low level of reliability placed on the available paid and incurred loss data, expected loss methods or adjusted loss methods are considered appropriate for the most recent accident year.

For longer-tailed lines of business, applying the loss development factor method often requires even more judgment in selecting development factors, as well as more significant extrapolation. For those long-tailed lines of business with high frequency and relatively low per-loss severity (e.g., personal automobile liability), volatility will often be sufficiently modest for the loss development factor method to be given significant weight, even in the most recent accident years, but expected loss methods and adjusted loss methods are always considered and frequently utilized in the selection process. For those long-tailed lines of business with low frequency and high loss potential (e.g., commercial liability), anticipated loss experience is less predictable because of the small number of claims and erratic claim severity patterns. In these situations, the loss development factor methods may not produce a reliable estimate of ultimate losses in the most recent accident years since many claims either have not yet been reported or are only in the early stages of the settlement process. Therefore, the loss reserve estimates for these accident years are based on methods less reliant on extrapolation, such as Bornheutter-Ferguson. Over time, as a greater number of claims are reported and the statistical credibility of loss experience increases, loss development factor methods or adjusted loss methods are given increasing weight.

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Management endeavors to apply as much available data as practicable to estimate the loss reserve amount for each line of business, coverage and accident year, utilizing varying assumptions, projections and methods. The ultimate outcome is likely to fall within a range of potential outcomes around this loss reserve estimated amount.

Our carried reserves for each line of business and coverage are determined based on this quarterly loss reserving process. In making the determination, we consider numerous quantitative and qualitative factors. Quantitative factors include changes in reserve estimates in the period, the maturity of the accident year, trends observed over the recent past, the level of volatility within a particular class of business, the estimated effects of reinsurance, including reinstatement premiums, general economic trends, and other factors. Qualitative factors may include legal and regulatory developments, changes in claim handling, recent entry into new markets or products, changes in underwriting practices, concerns that we do not have sufficient or quality historical reported and paid loss and LAE information with respect to a particular line or segment of our business, effects of the economy and political outlook, perceived anomalies in the historical results, evolving trends or other factors. In doing so, we must evaluate whether a change in the data represents credible actionable information or an anomaly. Such an assessment requires considerable judgment. Even if a change is determined to be apparent, it is not always possible to determine the extent of the change. As a result, there can be a time lag between the emergence of a change and a determination that the change should be partially or fully reflected in the carried loss reserves. In general, changes are made more quickly to reserves for more mature accident years and less volatile classes of business.

Reserving Process Uncertainties

As stated above, numerous factors (both internal and external) contribute to the inherent uncertainty in the process of establishing loss reserves, including changes in the rate of inflation for goods and services related to insured damages (e.g., medical care, home repairs, etc.), changes in the judicial interpretation of policy provisions, and settlement obligations, changes in the general attitude of juries in determining damage awards, legislative actions, changes in the extent of insured injuries, changes in the trend of expected frequency and/or severity of claims, changes in our book of business (e.g., change in mix due to new product offerings, new geographic areas, etc.), changes in our underwriting practices, and changes in claim handling procedures and/or systems. Regarding our indirect business from voluntary and involuntary pools, we are provided loss estimates by managers of each pool. We adopt reserve estimates for the pools that consider this information and other facts.

In addition, we must consider the uncertain effects of emerging or potential claims and coverage issues that arise as legal, judicial, social conditions, political risks, and economic conditions change. For example, claims which we consider closed may be re-opened as additional damages surface or new liability or damage theories are presented. These and other issues could have a negative effect on our loss reserves by either extending coverage beyond the original underwriting intent or by increasing the number or size of claims.

As part of our loss reserving analysis, we consider the various factors that contribute to the uncertainty in the loss reserving process. Those factors that could materially affect our loss reserve estimates include loss development patterns and loss cost trends, reporting lags, rate and exposure level changes, the effects of changes in coverage and policy limits, business mix shifts, the effects of regulatory and legislative developments, the effects of changes in judicial interpretations, the effects of emerging claims and coverage issues and the effects of changes in claim handling practices. In making estimates of reserves, however, we do not necessarily make an explicit assumption for each of these factors. Moreover, all estimation methods do not utilize the same assumptions and typically no single method is determinative in the reserve analysis for a line of business and coverage. Consequently, changes in our loss reserve estimates generally are not the result of changes in any one assumption. Instead, the variability will be affected by the interplay of changes in numerous assumptions, many of which are implicit to the approaches used.

For each line of business and coverage, we regularly adjust the assumptions and methods used in the estimation of loss reserves in response to our actual loss experience, as well as our judgments regarding changes in trends and/or emerging patterns. In those instances where we primarily utilize analyses of historical patterns of the development of paid and reported losses, this may be reflected, for example, in the selection of revised loss development factors. In longer-tailed classes of business and for which loss experience is less predictable due to potential changes in judicial interpretations, potential legislative actions, the cost of litigation or determining liability and the ultimate loss, inflation and potential claims issues, this may be reflected in a judgmental change in our estimate of ultimate losses for particular accident years.

The Chaucer segment contains run-off business comprised of liability lines, notably financial institutions and professional liability busines. There is particular uncertainty around the reserve estimates in respect of business written in 2007 and 2008 which have been subject to claims arising out of the financial turmoil in that time period, particularly in the financial institutions book. These claims are unlikely to be settled for some time since they contain numerous coverage issues and in many cases involve class action lawsuits that are likely to take several years to resolve. We have utilized substantially all of our available reinsurance with respect to losses and LAE related to financial institutions business written in 2008.

The future impact of the various factors that contribute to the uncertainty in the loss reserving process is impossible to predict. There is potential for significant variation in the development of loss reserves, particularly for long-tailed classes of business and classes of business that are more vulnerable to economic or political risks. We do not derive statistical loss distributions or confidence levels around our loss reserve estimate, and as a result, we do not establish reserve range estimates.

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Reserving Process for Catastrophe Events

The estimation of claims and claims expense reserves for catastrophes also comprises estimates of losses from reported claims and IBNR, primarily for damage to property. In general, our estimates for catastrophe reserves are determined on an event basis by considering various sources of available information, including specific loss estimates reported to us based on claim adjuster inspections, overall industry loss estimates, and our internal data regarding exposures related to the geographical location of the event. However, depending on the nature of the catastrophe, the estimation process can be further complicated by other impediments. For example, for hurricanes and other severe wind storms, complications often include the inability of insureds to promptly report losses, delays in the ability of claims adjusting staff to inspect losses, difficulties in determining whether losses are covered by our homeowners policy (generally for damage caused by wind or wind driven rain) or are specifically excluded from coverage caused by flood, and challenges in estimating additional living expenses, assessing the impact of demand surge, exposure to mold damage, and the effects of numerous other considerations. Another example is the complication of estimating the cost of business interruption coverage on commercial lines policies. Estimates for catastrophes which occur at or near the end of a financial reporting period may be even less reliable since we will have less claims data available and little time to complete our estimation process. In such situations, we may adapt our practices to accommodate the circumstances.

For events designated as catastrophes which affect our Commercial and Personal Lines business segments, we generally calculate IBNR reserves directly as a result of an estimated IBNR claim count and an estimated average claim amount for each event. Such an assessment involves a comprehensive analysis of the nature of the event, of policyholder exposures within the affected geographic area and of available claims intelligence. Depending on the nature of the event, available claims intelligence could include surveys of field claims associates within the affected geographic area, feedback from a catastrophe claims team sent into the area, as well as data on claims reported as of the financial statement date. In addition, loss emergence from similar historical events is compared to the estimated IBNR for our current catastrophe events to help assess the reasonableness of our estimates.

For events designated as catastrophes which affect our Chaucer business segment, we initially calculate IBNR reserves using a ground up exposure by exposure analysis based on each cedant or insured. These are supported by broker supplied information, catastrophe modeling and industry event estimates. As more specific claim level data becomes available over time for each catastrophe event, these initial estimates are revised and updated by looking at the paid and incurred claim development and by considering it in comparison to previous catastrophe loss events.

Reserving Sensitivity Analysis

The following discussion presents disclosure related to possible variation in net reserve estimates due to changes in key assumptions. This information is provided for illustrative purposes only. Many other assumptions may also lead to material reserve adjustments. If any such variations do occur, they would likely occur over a period of several years and therefore their impact on our results of operations would be recognized during the same periods. It is important to note, however, that there is the potential for future variations greater than the amounts described below and for any such variations to be recognized in a single quarterly or annual period. No consideration has been given to potential correlation or lack of correlation among key assumptions or among lines of business and coverage as described below. As a result and because there are so many other factors which affect our net reserve estimate, it would be inappropriate to take the amounts described below and simply add them together in an attempt to estimate volatility in total. While we believe these are reasonably likely scenarios, the reader should not consider the following sensitivity analysis as illustrative of a reserve range.

·

Personal and Commercial Automobile Bodily Injury – reserves recorded for bodily injury on U.S. voluntary business were $ 530.9 million as of December 31, 2015. A key assumption for bodily injury is the inflation rate underlying the estimated reserve. A five point change (e.g. 4% changed to 9% or -1%) in the embedded inflation rate would have changed estimated IBNR by approximately $ 56 million, either positive or negative, respectively, at December 31, 2015.

·

Personal Automobile Personal Injury Protection Medical Payment – reserves recorded for personal injury protection medical payment on U.S. voluntary business were $ 153.9 million as of December 31, 2015. A key assumption for this coverage is the inflation rate underlying the estimated reserve. Given the long reporting pattern for this line of business, an additional key assumption is the amount of additional development required to reach full maturity, thereby reflecting ultimate costs, as represented by the tail factor. A five point change in the embedded inflation rate and a one point change to the tail factor assumption (e.g. 1.02 changed to 1.01 or 1.03) would have changed estimated IBNR by approximately $ 24 million, either positive or negative, at December 31, 2015.

·

Workers’ Compensation – reserves recorded for workers’ compensation on U.S. voluntary business were $ 367.9 million as of December 31, 2015. A key assumption for workers’ compensation is the inflation rate underlying the estimated reserve. Given the long reporting pattern for this line of business, an additional key assumption is the amount of additional development required to reach full maturity, thereby reflecting ultimate costs, as represented by the tail factor. A five point change in the embedded inflation rate and a one point change to the tail factor assumption would have changed estimated IBNR by approximately $ 43 million, either positive or negative, at December 31, 2015.

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·

Monoline and Multi-Peril General Liability – reserves recorded for general liability on U.S. voluntary business were $ 553.5 million as of December 31, 2015. A key assumption for general liability is the implied adequacy of the underlying case reserves. A ten point change in case adequacy (e.g. 10% deficiency changed to 0% or 20% deficiency) would have changed estimated IBNR by approximately $ 52 million, either positive or negative, at December 31, 2015.

·

Specialty Programs – reserves recorded (including allocated LAE) for the AIX Companies were $ 299.5 million as of December 31, 2015. Two key assumptions underlying the actuarial reserve analysis for specialty programs are the expected loss and allocated LAE ratio (“ELR”) and the tail factor selection. A ten point change to the ELR and a five point change in the tail factor on AIX would have changed estimated IBNR by approximately $ 29 million at December 31, 2015.

·

New classes of business – claims reserves recorded for new classes of Chaucer business (primarily within international liability, U.S. casualty treaty and new lines written in overseas offices) were $ 231.5 million as of December 31, 201 5 . An increase in the ultimate loss ratio by 5%, 10% and 15% in the 201 3 and prior, 201 4 and 201 5 years of account, respectively, on these classes would have increased estimated IBNR by approximately $ 39 million at December 31, 2015.

·

Casualty classes of business – claims reserves recorded for casualty classes of Chaucer business were $403.9 million as of December 31, 201 5 . An increase in the ultimate loss ratio of 2.5% across all classes and years of account would have increased estimated IBNR by approximately $ 36 million at December 31, 201 5 .  

Carried Reserves and Reserve Rollforward

The table below provides a reconciliation of the gross beginning and ending reserve for unpaid losses and loss adjustment expenses.

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Gross loss and LAE reserves, beginning of year

 

$

6,391.7 

 

$

6,231.5 

 

$

6,197.0 

Reinsurance recoverable on unpaid losses

 

 

1,983.0 

 

 

2,030.4 

 

 

2,074.3 

Net loss and LAE reserves, beginning of year

 

 

4,408.7 

 

 

4,201.1 

 

 

4,122.7 

Net incurred losses and LAE in respect of losses occurring in:

 

 

 

 

 

 

 

 

 

Current year

 

 

2,978.4 

 

 

3,026.6 

 

 

2,837.4 

Prior years

 

 

(94.3)

 

 

(99.1)

 

 

(76.3)

Total incurred losses and LAE

 

 

2,884.1 

 

 

2,927.5 

 

 

2,761.1 

Net payments of losses and LAE in respect of losses occurring in:

 

 

 

 

 

 

 

 

 

Current year

 

 

1,245.6 

 

 

1,328.7 

 

 

1,213.5 

Prior years

 

 

1,418.4 

 

 

1,398.9 

 

 

1,469.8 

Total payments

 

 

2,664.0 

 

 

2,727.6 

 

 

2,683.3 

Chaucer Flagstone Reinsurance commutation impact

 

 

 -

 

 

85.7 

 

 

 -

Transfer of U.K. motor business

 

 

(300.6)

 

 

 -

 

 

 -

Effect of foreign exchange rate changes

 

 

(34.6)

 

 

(78.0)

 

 

0.6 

Net reserve for losses and LAE, end of year

 

 

4,293.6 

 

 

4,408.7 

 

 

4,201.1 

Reinsurance recoverable on unpaid losses

 

 

2,280.8 

 

 

1,983.0 

 

 

2,030.4 

Gross reserve for losses and LAE, end of year

 

$

6,574.4 

 

$

6,391.7 

 

$

6,231.5 

The table below summarizes the gross reserve for losses and LAE by line of business.

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Commercial multiple peril

 

$

725.1 

 

$

661.5 

 

$

597.5 

Workers' compensation

 

 

615.2 

 

 

615.2 

 

 

596.1 

Commercial automobile

 

 

336.2 

 

 

307.8 

 

 

297.9 

AIX

 

 

398.6 

 

 

342.9 

 

 

337.5 

Other

 

 

599.1 

 

 

510.1 

 

 

470.7 

Total Commercial and Other

 

 

2,674.2 

 

 

2,437.5 

 

 

2,299.7 

Personal automobile

 

 

1,407.5 

 

 

1,407.0 

 

 

1,413.1 

Homeowners and other personal

 

 

120.2 

 

 

121.4 

 

 

137.2 

Total Personal

 

 

1,527.7 

 

 

1,528.4 

 

 

1,550.3 

Total Chaucer

 

 

2,372.5 

 

 

2,425.8 

 

 

2,381.5 

Total loss and LAE reserves

 

$

6,574.4 

 

$

6,391.7 

 

$

6,231.5 

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Other lines are primarily comprised of our professional and management liability, general liability, umbrella, marine, surety, voluntary pools, and healthcare lines. Included in the above table, primarily in other lines, are $57.7 million, $60.6 million and $61.9 million of asbestos and environmental reserves as of December 31, 2015, 2014 and 2013, respectively. Included in the Chaucer segment in the above table are $ 166.0 million, $203.3 million and $230.6 million of reserves as of December 31, 2015, 2014 and 2013, respectively, related to Chaucer’s financial and professional liability lines written in 2008 and prior periods.

Prior Year Development

Loss and LAE reserves for claims occurring in prior years developed favorably by $ 94.3 million, $99.1 million and $76.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. The 201 5 activity by segment includes favorable development of $120.1 million for Chaucer, and $19.7 million in Personal Lines, partially offset by unfavorable development of $45.2 for Commercial Lines and Other. As a result of our year end 2015 reserve review of our domestic commercial and personal lines of business, carried reserves were adjusted between several of these lines of business impacting the prior year development by line. These adjustments had no impact on aggregate domestic carried reserves. The 2014 activity by segment includes favorable development of $104.6 million for Chaucer, and $5.1 million in Personal Lines, partially offset by unfavorable development of $10.6 million for Commercial Lines and Other. The 2013 activity by segment includes favorable development of $94.6 million for Chaucer, partially offset by unfavorable development of $13.7 million in Personal Lines and $4.6 million for Commercial Lines and Other.

Th e primary drivers of reserve development for the year ended December 31, 201 5   including the aforementioned results of our domestic year end reserve review were as follows:

·

Lower than expected losses within Chaucer’s business as follows:

·

energy line of $39.9 million , primarily in the 2 012 through 2014 accident years,

·

marine and aviation lines of $29.6 million , primarily in the 201 0 , 201 2 and 201 3 accident years,

·

within casualty and other lines, specialist and international liability lines of $21.9 million , primarily in the 2008, 201 1 and 2013 accident years,

·

property line, primarily in the 2012 through 2014 accident years , and  

·

favorable impact of foreign exchange rate movements on prior years’ loss reserves .

·

Lower than expected losses within our workers’ compensation line of $46.9 million , pri marily related to accident years   2005 through 2014 .

·

Lower than expected losses within our homeowners’ line, primarily related to accident years 2010 through 2013.

·

Lower than expected losses within our personal automobile line, primarily related to accident year 2014.

Partially offsetting the favorable development discussed above was :  

·

H igher than expected losses in Other Commercial Lines of $53.7 million, which includes our AIX program business . This was driven by AIX commercial automobile and general liability lines in accident years 2011 through 2013, primarily from programs which have since been terminated. We also experienced higher than expected losses within our general liability lines, primarily in accident years 2009 through 2012. These losses were partially offset by l ower than expected losses in our commercial umbrella line in a ccident years 2012 through 2014, and lower than expected losses in our healthcare line in accident years 2010 through 2014 .

·

H igher than expected losses within our c ommercial automobile lines of $23.4 million , primarily related to liability coverage in a ccident years 2011 through 2013.

·

H igher than expected losses within our c ommercial multiple peril lines, primarily in accident years 2008, 2009 and 2011.

The primary drivers of reserve development for the year ended December 31, 2014 were as follows:

·

Lower than expected losses within Chaucer’s business as follows:

·

marine and aviation lines of $40.1 million , primarily in the 2011 through 2013 accident years,

·

property line of $21.5 million , primarily in the 2010 th rough 2013 accident years,  

·

within casualty and other lines, specialist liability lines of $21.4 million , primarily in the 2010 and 2013 accident years, and  

·

favorable impact of foreign exchange rate movements on prior years’ loss reserves. 

·

Lower than expected losses within our personal automobile line, primarily related to accident year 2013.

·

Lower than expected losses within our workers’ compensation line, primarily related to accident years 2007 through 2012.

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·

Lower than expected losses within our commercial multiple peril line, primarily related to accident years 2012 and 2013.

Partially offsetting the favorable development discussed above was the following:

·

Higher than expected large losses within our commercial automobile coverages of $23.1 million, which includes our AIX program business, primarily related to liability coverage in accident years 2009 through 2012.

The primary drivers of reserve development for the year ended December 31, 2013 were as follows:

·

Lower than expected losses within Chaucer’s business as follows:

·

energy line of $30.4 million, primarily in the 2009 through 2012 accident years,

·

property line of $27.3 million, primarily in the 2011 and 2012 accident years,

·

within casualty and other lines, specialist liability lines of $21.6 million, primarily in the 2008 accident year,

·

marine and aviation lines of $21.3 million, primarily in the 2010 through 2012 accident years, and

·

favorable impact of foreign exchange rate movements on prior years’ loss reserves.

·

Lower than expected losses within our workers’ compensation line, primarily related to accident years 2006 through 2011 and lower involuntary pool losses including a $3.2 million benefit from the settlement of a legal proceeding.

·

Lower than expected losses within our commercial multi-peril line, primarily related to accident year 2012.

Partially offsetting the favorable development discussed above were the following:

·

Higher than expected losses within our personal automobile line, due to severity in bodily injury coverage for accident years 2010 through 2012.

·

Higher than expected large losses within our commercial automobile line, primarily related to liability coverage in accident years 2009 through 2011.

·

Higher than expected losses within our other commercial lines, primarily related to accident years 2010 through 2012.

It is not possible to know whether the factors that affected loss reserves in the year ended December 31, 2015 will also occur in future periods. As discussed in detail in this Form 10-K, there are inherent uncertainties in estimating reserves for losses and LAE and we encourage you to read this Form 10-K for more information about our reserving process and the judgments, uncertainties and risks associated therewith.

Asbestos and Environmental Reserves

Although we attempt to limit our exposures to asbestos and environmental damage liability through specific policy exclusions, we have been and may continue to be subject to claims related to these exposures. Ending loss and LAE reserves for all direct business written by our property and casualty companies related to asbestos and environmental damage liability were $9.5 million, $10.1 million and $11.5 million, net of reinsurance of $ 20.5 million, $21.4 million, and $20.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Activity for our asbestos and environmental reserves was not significant to our 2015, 2014 or 2013 financial results. In recent years, average asbestos and environmental payments have declined modestly. As a result of our historical direct underwriting mix of Commercial Lines policies toward smaller and middle market risks, past asbestos and environmental damage liability loss experience has remained minimal in relation to our total loss and LAE incurred experience.

In addition, we have established gross loss and LAE reserves for assumed reinsurance pool business with asbestos and environmental damage liability of $ 27.7 million, $29.1 million and $29.8 million at December 31, 2015, 2014 and 2013, respectively. These reserves relate to pools in which we have terminated our participation; however, we continue to be subject to claims related to years in which we were a participant. Results of operations from these pools are included in our Other segment. A significant part of our pool reserves relates to our participation in the Excess and Casualty Reinsurance Association (“ECRA”) voluntary pool from 1950 to 1982. In 1982, the pool was dissolved and since that time, the business has been in run-off. Our percentage of the total pool liabilities varied from 1% to 6% during these years. Our participation in this pool has resulted in average paid losses of approximately $2 million annually over the past ten years.  

We estimate our ultimate liability for asbestos, environmental and toxic tort liability claims, whether resulting from direct business, assumed reinsurance or pool business, based upon currently known facts, reasonable assumptions where the facts are not known, current law and methodologies currently available. Although these outstanding claims are not significant, their existence gives rise to uncertainty and are discussed because of the possibility that they may become significant. We believe that, notwithstanding the evolution of case law expanding liability in asbestos and environmental claims, recorded reserves related to these claims are adequate. Nevertheless, the asbestos, environmental and toxic tort liability reserves could be revised, and any such revisions could have a material adverse effect on our results of operations for a particular quarterly or annual period or on our financial position.

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Reinsurance

We maintain a reinsurance program designed to protect against large or unusual losses and LAE activity. We utilize a variety of reinsurance agreements that are intended to control our exposure to large property and casualty losses, stabilize earnings and protect capital resources, including facultative reinsurance, excess of loss reinsurance and catastrophe reinsurance. We determine the appropriate amount of reinsurance based upon our evaluation of the risks insured, exposure analyses prepared by consultants, our capital allocation models and on market conditions, including the availability and pricing of reinsurance. Reinsurance contracts do not relieve us from our primary obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to us. We believe that the terms of our reinsurance contracts are consistent with industry practice in that they contain standard terms and conditions with respect to lines of business covered, limit and retention, arbitration and occurrence. Based on an ongoing review of our reinsurers’ financial statements, their history of timely payments to us, reported financial strength ratings from rating agencies, and the analysis and guidance of our reinsurance advisors, we believe that our reinsurers are financially sound.

Catastrophe reinsurance serves to protect us, as the ceding insurer, from significant losses arising from a single event including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, severe winter weather, fire, explosions, and terrorism. Although we believe our catastrophe reinsurance program, including our retention and co-participation amounts for 2016, are appropriate given our surplus level and the current reinsurance pricing environment, there can be no assurance that our reinsurance program will provide coverage levels that will prove adequate should we experience losses from one significant or several large catastrophes during 2016. Additionally, as a result of the current economic environment, as well as losses incurred by reinsurers in the past several years, the availability and pricing of appropriate reinsurance programs may be adversely affected in future renewal periods. We may not be able to pass these costs on to policyholders in the form of higher premiums or assessments.

See “Reinsurance ” in Item 1 – Business of this Form 10-K for further information on our reinsurance programs.

INVE ST MENTS

INVESTMENT RESULTS

Net investment income before taxes was $ 279.1 million, $270.3 million and $269.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. The increase in net investment income in 201 5 compared to 201 4 was primarily due to   the investment of higher operational cash flows and additional income from our growing asset classes such as commercial mortgage loan participations, partnerships and equities, and to lower investment expenses. These increases were partially offset by the effect of lower investment assets associated with our repurchase of stock and debt and the transfer of the U.K. motor business, as well as the impact of lower new money yields. The increase in net investment income in 201 4 compared to 201 3 was primarily due to additional income resulting from the investment of higher operational cash flows, partially offset by the impact of lower new money yields. Average pre-tax earned yields on fixed maturities were 3.61 %, 3.71% and 3.95% for the years ended December 31, 2015, 2014 and 2013, respectively. We expect average investment yields to continue to decline as new money rates remain lower than embedded book yields. Total pre-tax earned yields were 3.44%, 3.42% and 3.63% for the years ended December 31, 2015, 2014 and 2013, respectively.

INVESTMENT PORTFOLIO

We held cash and investment assets diversified across several asset classes, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

 

2014

 

(dollars in millions)

 

 

Carrying Value

 

% of Total Carrying Value

 

 

 

Carrying Value

 

% of Total Carrying Value

 

Fixed maturities, at fair value

 

$

6,983.4 

 

84.2 

%

 

$

7,378.1 

 

85.6 

%

Equity securities, at fair value

 

 

576.6 

 

7.0 

 

 

 

580.8 

 

6.7 

 

Other investments

 

 

393.4 

 

4.7 

 

 

 

291.4 

 

3.4 

 

Cash and cash equivalents

 

 

338.8 

 

4.1 

 

 

 

373.3 

 

4.3 

 

Total cash and investments

 

$

8,292.2 

 

100.0 

%

 

$

8,623.6 

 

100.0 

%

 

63

 


 

CASH AND INVESTMENTS

Total cash and investments decreased $ 331.4 million, or 3.8 %, for the year ended December 31, 2015 primarily as a result of the transfer of the U.K. motor business, funding our debt and stock repurchases and market value depreciation, partially offset by the investment of positive operational cash flows.

T he following table provides information about the investment types of our fixed maturities portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Investment Type

 

 

Amortized Cost

 

 

Fair Value

 

 

Net Unrealized Gain (Loss)

 

 

Change in Net Unrealized for the Year

U.S. Treasury and government agencies

 

$

447.1 

 

$

449.1 

 

$

2.0 

 

$

(2.1)

Foreign government

 

 

244.7 

 

 

245.8 

 

 

1.1 

 

 

(3.5)

Municipals:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

958.3 

 

 

1,001.2 

 

 

42.9 

 

 

(11.8)

Tax exempt

 

 

116.2 

 

 

119.1 

 

 

2.9 

 

 

(0.8)

Corporate

 

 

3,699.9 

 

 

3,691.0 

 

 

(8.9)

 

 

(143.4)

Asset-backed:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed

 

 

887.6 

 

 

896.1 

 

 

8.5 

 

 

(10.2)

Commercial mortgage-backed

 

 

499.6 

 

 

501.1 

 

 

1.5 

 

 

(9.6)

Asset-backed

 

 

80.6 

 

 

80.0 

 

 

(0.6)

 

 

(1.6)

Total fixed maturities

 

$

6,934.0 

 

$

6,983.4 

 

$

49.4 

 

$

(183.0)

The decline in net unrealized gains on fixed maturities in 2015 was primarily due to  w idening of credit spreads and, to a lesser extent, higher interest rates .  

Amortized cost and fair value by rating category were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

 

2015

 

2014

 

(dollars in millions)
NAIC Designation

 

Rating Agency Equivalent Designation

 

 

Amortized Cost

 

 

Fair Value

 

% of Total Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

% of Total Fair Value

 

1

 

Aaa/Aa/A

 

$

4,849.3 

 

$

4,939.9 

 

70.7 

%

$

5,197.8 

 

$

5,365.7 

 

72.7 

%

2

 

Baa

 

 

1,648.3 

 

 

1,646.0 

 

23.6 

 

 

1,516.7 

 

 

1,580.9 

 

21.4 

 

3

 

Ba

 

 

219.4 

 

 

206.4 

 

3.0 

 

 

199.2 

 

 

205.0 

 

2.8 

 

4

 

B

 

 

185.0 

 

 

172.3 

 

2.5 

 

 

197.4 

 

 

194.2 

 

2.6 

 

5

 

Caa and lower

 

 

26.6 

 

 

15.6 

 

0.2 

 

 

30.1 

 

 

27.7 

 

0.4 

 

6

 

In or near default

 

 

5.4 

 

 

3.2 

 

 -

 

 

4.5 

 

 

4.6 

 

0.1 

 

Total fixed maturities

 

 

 

$

6,934.0 

 

$

6,983.4 

 

100.0 

%

$

7,145.7 

 

$

7,378.1 

 

100.0 

%

Based on ratings by the National Association of Insurance Commissioners (“NAIC”), approximately 94% of the fixed maturity portfolio consisted of investment grade securities at December 31, 2015 and December 31, 2014. The quality of our fixed maturity portfolio remains strong based on ratings, capital structure position, support through guarantees, underlying security, issuer diversification and yield curve position.

We deposit funds with various state and governmental authorities as well as with Lloyd’s. See Note 3 - “Investments” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K for additional information.

Our fixed maturity and equity securities are classified as available-for-sale and are carried at fair value. Financial instruments whose value was determined using significant management judgment or estimation constituted less than 1% of the total assets we measured at fair value. (See also Note 5 - “Fair Value” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K).

Equity securities prima rily consist of developed market equity index exchange traded funds and income-oriented large capitalization common stocks.

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Other investments consisted primarily of participations in commercial mortgage loan obligations and overseas deposits. Commercial mortgage loan participations represent our interest in commercial mortgage loans originated by a third party. We share, on a pro-rata basis, in all related cash flows of the underlying mortgage loans, which are investment-grade quality and diversified by geographic area and property type. Overseas deposits are non-U.S. and U.S. dollar - denominated investments maintained in overseas funds and managed exclusively by Lloyd’s. These funds are required in order to protect policyholders in overseas markets and enable Chaucer to operate in those markets. Access to those funds is restricted, and we have no control over the investment strategy. Also included in other investments were investments in limited partnerships.

Although we expect to invest new funds primarily in investment grade fixed maturities, we have invested, and expect to continue to invest a portion of funds in common equity securities, below investment grade fixed maturities and other investment assets.

OTHER-THAN-TEMPORARY IMPAIRMENTS

For the year s ended December 31, 201 5 ,   2014 and 2013 we recognized in earnings   $ 26.8 million , $5.5 million, and $6.0 million, respectively, of OTTI on debt and equity securities . In 2015, OTTI consisted of $16.0 million related to estimated credit losses on fixed maturities, $4.0 million on fixed maturities we intend to sell and $6.8 million on equity securities. OTTI in 2015 was largely related to the energy sector.

UNREALIZED LOSSES

The following table provides information about our fixed maturities and equity securities that were in an unrealized loss position including the length of time the securities have been in an unrealized loss position . (See also Note 3  - “Investments” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

(in millions)

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

Fair Value

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

Investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

12 months or less

 

$

43.3 

 

$

2,168.8 

 

$

9.2 

 

$

696.8 

Greater than 12 months

 

 

25.5 

 

 

323.4 

 

 

20.5 

 

 

691.7 

Total investment grade fixed maturities

 

 

68.8 

 

 

2,492.2 

 

 

29.7 

 

 

1,388.5 

Below investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

12 months or less

 

 

19.6 

 

 

165.5 

 

 

12.2 

 

 

114.9 

Greater than 12 months

 

 

26.5 

 

 

63.2 

 

 

2.5 

 

 

28.3 

Total below investment grade fixed maturities

 

 

46.1 

 

 

228.7 

 

 

14.7 

 

 

143.2 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

12 months or less

 

 

7.6 

 

 

166.8 

 

 

2.2 

 

 

130.2 

Greater than 12 months

 

 

 -

 

 

 -

 

 

0.4 

 

 

3.9 

Total equity securities

 

 

7.6 

 

 

166.8 

 

 

2.6 

 

 

134.1 

Total

 

$

122.5 

 

$

2,887.7 

 

$

47.0 

 

$

1,665.8 

Gross unrealized losses on fixed maturities and equity securities increased   $ 75.5 million compared to December 31, 201 4 , primarily attributable to wider credit spreads, and to a lesser extent, higher interest rates . At December 31, 201 5 , gross unrealized losses consisted primarily of $ 95.7 million of corporate fixed maturities, $7.6 million of equity securities and $ 4.9 million of residential mortgage-backed securities .  

Market values of securities in the energy sector have experienced volatility in 2015 as crude oil prices have dropped substantially during the year. The amortized cost and market values of our total energy holdings at December 31, 2015 were $497.5 million and $457.7 million, respectively, or 5.5% of our total cash and investments. Within our energy holdings, certain subsectors will benefit from lower crude oil prices while others will be negatively impacted. Our holdings in subsectors which may be negatively impacted, such as oil field services and independents, total 2.1% of total cash and investments. The majority of these holdings are investment grade; however, if oil and commodity prices remain at depressed levels for an extended period of time or decline further, certain issuers and investments may come under duress. 

65

 


 

We view gross unrealized losses on fixed maturities and equity securities as temporary since it is our assessment that these securities will recover in the near term, allowing us to realize their anticipated long-term economic value. With respect to gross unrealized losses on fixed maturities, we do not intend to sell, nor is it more likely than not we will be required to sell, such debt securities before this expected recovery of amortized cost (See also “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K). With respect to equity securities, we have the intent and ability to retain such investments for the period of time anticipated to allow for this expected recovery in fair value. Inherent in our assessment are the risks that, subsequent to the balance sheet date, market factors may differ from our expectations; the global economic recovery is less robust than we expect or reverts to recessionary trends ; stress in the commodities sectors, including oil and gas and metals and mining, may persist for an extended period of time; we may decide to subsequently sell a security for unforeseen business needs; or changes in the credit assessment or equity characteristics from our original assessment may lead us to determine that a sale at the current value would maximize recovery on such investments. To the extent that there are such adverse changes, an OTTI would be recognized as a realized loss. Although unrealized losses are not reflected in the results of financial operations until they are realized or deemed “other-than-temporary”, the fair value of the underlying investment, which does reflect the unrealized loss, is reflected in our Consolidated Balance Sheets.

The following table sets forth gross unrealized losses for fixed maturities by maturity period and for equity securities at December 31, 201 5 and 201 4 . Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties, or we may have the right to put or sell the obligations back to the issuers.

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Due in one year or less

 

$

1.5 

 

$

1.9 

Due after one year through five years

 

 

26.5 

 

 

7.0 

Due after five years through ten years

 

 

66.1 

 

 

20.6 

Due after ten years

 

 

10.8 

 

 

10.4 

 

 

 

104.9 

 

 

39.9 

Mortgage-backed and asset-backed securities

 

 

10.0 

 

 

4.5 

Total fixed maturities

 

 

114.9 

 

 

44.4 

Equity securities

 

 

7.6 

 

 

2.6 

Total fixed maturities and equity securities

 

$

122.5 

 

$

47.0 

The carrying values of fixed maturity securities on non-accrual status at December 31, 201 5 and 201 4 were not material. The effects of non-accruals compared with amounts that would have been recognized in accordance with the original terms of the fixed maturities, were reductions in net investment income of $ 0.8 million , $2 .1 million and $2. 3 million for the years ended December 31, 201 5 , 201 4 and 201 3 , respectively. Any defaults in the fixed maturities portfolio in future periods may negatively affect investment income.

Our investment portfolio and shareholders’ equity can be significantly impacted by changes in market values of our securities. Market volatility could increase and defaults on fixed income securities could occur. As a result, we could incur additional realized and unrealized losses in future periods, which could have a material adverse impact on our results of operations and/or financial position.

Monetary policies in the developed economies, particularly in the United States, Europe and Japan, are supportive of moderate economic growth, while fiscal policies are more divergent and subject to change. In the United States, the Federal Reserve (the “Fed”) i ncreased its target for the federal funds rate by 0.25% in December and i s expected to continue to provide forward guidance to keep rates relatively stable even as the economy strengthens. The Fed has communicated that the timing of interest rate increases will depend on progress toward its goals of maximum employment and 2 percent inflation, which are expected over the medium term as the labor market improves. Geopolitical risks and equity market volatility can also impact the movement of U.S. Treasury interest rates. 

While the United States has reduced its extraordinary measures, other major central banks continue with their stimulus policies as they seek higher growth and confront inflation and inflation expectations running below target. The removal, modification or suggestion of changes in these policies could have an adverse effect on prevailing market interest rates and on issuers’ level of business activity or liquidity, increasing the probability of future defaults. Fundamental conditions in the corporate sector generally remain sound with the exception of the energy and metals and mining industries. Weakness in these two sectors is due to a combination of over-supply and weak demand, which has resulted in energy and commodity prices that are near multi-year lows .   While we may experience defaults on fixed income securities, particularly with respect to non-investment grade debt securities, it is difficult to foresee which issuers, industries or markets , other than those previously cited , will be affected. As a result, the value of our fixed maturity portfolio could change rapidly in ways we cannot currently anticipate, and we could incur additional realized and unrealized losses in future periods.

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DERIVATIVE INSTRUMENTS

We maintain an overall risk management strategy that incorporates the use of derivative instruments, as necessary, to manage significant unplanned fluctuations in earnings caused by foreign currency and interest rate volatility.

We did not use derivative instruments in 201 5, 2014 or 201 3.

 

OTHER ITEMS

Net income also included the following items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

Commercial Lines

 

 

Personal Lines

 

 

Chaucer

 

 

Other

 

 

Discontinued Operations

 

 

Total

Gain on disposal of U.K. motor business, net of tax

 

$

 -

 

$

 -

 

$

40.6 

 

$

 -

 

$

 -

 

$

40.6 

Net realized investment gains

 

 

12.3 

 

 

6.4 

 

 

0.4 

 

 

0.4 

 

 

 -

 

 

19.5 

Net loss from repayment of debt

 

 

 -

 

 

 -

 

 

 -

 

 

(24.1)

 

 

 -

 

 

(24.1)

Other non-operating items

 

 

 -

 

 

(0.2)

 

 

0.2 

 

 

0.1 

 

 

 -

 

 

0.1 

Discontinued operations, net of tax

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

0.7 

 

 

0.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized investment gains (losses)

 

$

20.7 

 

$

10.0 

 

$

20.8 

 

$

(1.4)

 

$

 -

 

$

50.1 

Loss from settlement of pension obligation

 

 

(4.8)

 

 

(2.2)

 

 

 -

 

 

(5.1)

 

 

 -

 

 

(12.1)

Net loss from repayment of debt

 

 

 -

 

 

 -

 

 

 -

 

 

(0.1)

 

 

 -

 

 

(0.1)

Other non-operating items

 

 

(0.9)

 

 

(0.3)

 

 

0.3 

 

 

 -

 

 

 -

 

 

(0.9)

Discontinued operations, net of tax

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(0.3)

 

 

(0.3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized investment gains (losses)

 

$

21.3 

 

$

12.2 

 

$

0.1 

 

$

(0.1)

 

$

 -

 

$

33.5 

Net loss from repayment of debt

 

 

(5.2)

 

 

(2.6)

 

 

 -

 

 

(19.9)

 

 

 -

 

 

(27.7)

Other non-operating items

 

 

(0.9)

 

 

(3.8)

 

 

 -

 

 

(0.1)

 

 

 -

 

 

(4.8)

Discontinued operations, net of taxes

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

5.3 

 

 

5.3 

Effective June 30, 2015, we transferred our U.K. motor business to an unaffiliated U.K.-based insurance provider which resulted in the recognition of a $40.6 million gain, net of tax. See also “Disposal of U.K. Motor Business” in Note 2 – "Dispositions of Businesses” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

We manage investment assets for our Commercial Lines, Personal Lines, and Other segments based on the requirements of our U.S. combined property and casualty companies. We allocate the investment income, expenses and realized gains and losses to our Commercial Lines, Personal Lines and Other segments based on actuarial information related to the underlying businesses. We manage investment assets separately for our Chaucer segment.

Net realized gains on investments were $ 19.5 million, $50.1 million, and $33.5 million for 2015, 2014, and 2013, respectively. Net realized gains in 201 5 were primarily due to $ 39.9 million of gains recognized from the sale of equity securities and, to a lesser extent, fixed maturities, and $6.4 million of gains from other investments, primarily partnerships. These gains were partially offset by $ 26.8 million of OTTI losses. Net realized gains in 2014 were primarily due to $55.4 million of gains recognized from the sale of equity securities and to a lesser extent, fixed maturities, partially offset by $5.5 million of OTTI losses. Net realized gains in 2013 were primarily due to $41.3 million of gains recognized from the sale of equities and fixed maturities, partially offset by $6.0 million of OTTI losses.

In 2015, through several transactions, we repurchased senior debentures with a net carrying value of $90.2 million at a cost of $114.3 million, resulting in a loss of $24.1 million. In 2013, through several transactions, we repurchased senior debentures with a net carrying value of $73.8 million at a cost of $93.7 million, resulting in a loss of $19.9 million. Additionally in 2013, we repaid $46.3 million of our FHLBB advances plus prepayment fees of $7.8 million for a total payment of $54.1 million. In 2012, we repurchased $65.4 million of our subordinated unsecured notes related to Chaucer at a par value. These notes had a carrying value of $60.3 million, resulting in a net loss of $5.1 million on the repurchases. In addition, we repurchased $7.0 million of capital securities related to AIX at par value.

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Du ring 2014, we provided eligible former employees with a one-time choice of electing to receive a lump-sum settlement of their remaining qualified defined pension benefit. Including this voluntary lump-sum program, we settled $55.1 million of our pension obligations with an equal amount paid from plan assets. As a result, we recorded settlement losses of $10.8 million, reflecting the accelerated recognition of unamortized losses in the plan proportionate to the obligation that was settled. Additionally, we terminated a small qualified plan which also resulted in the accelerated recognition of unamortized losses of $1.3 million.

In 2013, we consolidated our operations in Howell, Michigan from two buildings into one building. This resulted in a plan to relocate the employees and pursue the sale of one of the buildings. During the fourth quarter of 2014 the building was sold. In 2013, we recognized a loss of $4.7 million in conjunction with the plan to dispose of the building. This was included in other operating expenses in the Consolidated Statements of Income during that year.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE SENSITIVITY

Operations are subject to risk resulting from interest rate fluctuations which may adversely impact the valuation of the investment portfolio. In a rising interest rate environment, the value of the fixed income sector, which comprises 84 % of our investment portfolio, may decline as a result of decreases in the fair value of the securities. Our intent is to hold securities to maturity and recover the decline in valuation as prices accrete to par. However, our intent may change prior to maturity due to changes in the financial markets, our analysis of an issuer’s credit metrics and prospects, or as a result of changes in cash flow needs. Interest rate fluctuations may also reduce net investment income and as a result, profitability. The portfolio may realize lower yields and therefore lower net investment income on securities because the securities with prepayment and call features may prepay at a different rate than originally projected. Also, funds may not be available to invest at higher interest rates.

In a declining interest rate environment, prepayments and calls may increase as issuers exercise their option to refinance at lower rates. The resulting funds would be reinvested at lower yields.

The following table illustrates the estimated impact on the fair value of our fixed maturity portfolio at December 31, 2015 of hypothetical changes in prevailing interest rates, defined as changes in interest rates on U.S. Treasury debt. It does not reflect changes in credit spreads, liquidity spreads and other factors that affect the value of securities. Since changes in prevailing interest rates are often accompanied by changes in these other factors, the reader should not assume that an actual change in interest rates would result in the values illustrated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT TYPE

 

 

+300bp

 

 

+200bp

 

 

+100bp

 

 

0

 

 

-100bp

 

 

-200bp

 

 

-300bp

Residential mortgage-backed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$

770 

 

$

810 

 

$

855 

 

$

895 

 

$

925 

 

$

930 

 

$

925 

Municipal securities

 

 

970 

 

 

1,020 

 

 

1,070 

 

 

1,120 

 

 

1,170 

 

 

1,210 

 

 

1,220 

All other fixed income securities

 

 

4,405 

 

 

4,580 

 

 

4,765 

 

 

4,970 

 

 

5,165 

 

 

5,315 

 

 

5,340 

Total

 

$

6,145 

 

$

6,410 

 

$

6,690 

 

$

6,985 

 

$

7,260 

 

$

7,455 

 

$

7,485 

Our overall investment strategy is intended to balance investment income with credit and interest rate risk, while maintaining sufficient liquidity and the opportunity for capital growth. The asset allocation process takes into consideratio n the types of business written and the level of surplus required to support our different businesses and the risk return profiles of the underlying asset classes. We look to balance the goals of capital preservation, net investment income stability, liquidity and total return.

The majority of our assets are invested in the fixed income markets. Through fundamental research and credit analysis, with a focus on value investing, our investment professionals seek to identify a portfolio of stable income-producing higher quality U.S. government, foreign government, municipal, corporate, residential and commercial mortgage-backed securities and asset-backed securities. We have a general policy of diversifying investments both within and across major investment and industrial sectors to mitigate credit and interest rate risk. We monitor the credit quality of our investments and our exposure to individual markets, borrowers, industries, sectors and, in the case of commercial mortgage-backed securities and commercial mortgage loan participations , property types and geographic locations. In addition, we currently carry debt which is subject to interest rate risk, which was issued at fixed interest rates between 5.50% and 8.207%. Current market conditions, in light of our risk tolerance, restrict our ability to invest fixed income assets at similar rates of return; therefore, earnings on a similar level of assets are not sufficient to cover current debt interest costs.

68

 


 

The following tables for the years ended December 31, 201 5 and 201 4 provide information about financial instruments that are sensitive to changes in interest rates. The tables present principal cash flows and related weighted average interest rates by expected maturities. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or we may have the right to put or sell the obligations back to the issuers. Mortgage-backed and asset-backed securities are included in the category representing their expected maturity. Available-for-sale securities include both U.S. and foreign-denominated fixed maturities. Additionally, we have assumed available-for-sale securities are similar enough to aggregate those securities for presentation purposes. Specifically, variable rate available-for-sale securities comprise an immaterial portion of the portfolio and do not have a significant impact on weighted average interest rates. Therefore, the variable rate investments are not presented separately; instead they are included in the tables at their current interest rate. Debt is presented at contractual maturities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

Thereafter

 

 

Total

 

 

Fair Value 12/31/15

(dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate Sensitive Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$

598.2 

 

$

592.6 

 

$

709.8 

 

$

781.6 

 

$

956.0 

 

$

3,279.3 

 

$

6,917.5 

 

$

6,983.4 

Average interest rate

 

 

4.00 

%

 

3.65 

%

 

3.63 

%

 

3.86 

%

 

3.73 

%

 

3.83 

%

 

3.80 

%

 

 

Mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

loans

 

$

 -

 

$

1.0 

 

$

 -

 

$

 -

 

$

10.0 

 

$

189.9 

 

$

200.9 

 

$

203.5 

Average interest rate

 

 

 -

 

 

7.61 

%

 

 -

 

 

 -

 

 

2.79 

%

 

3.65 

%

 

3.63 

%

 

 

Rate Sensitive Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

80.0 

 

$

734.3 

 

$

814.3 

 

$

927.8 

Average interest rate

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

7.50 

%

 

6.50 

%

 

6.59 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

Thereafter

 

 

Total

 

 

Fair Value 12/31/14

(dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate Sensitive Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$

665.7 

 

$

805.2 

 

$

692.8 

 

$

713.0 

 

$

806.4 

 

$

3,430.0 

 

$

7,113.1 

 

$

7,378.1 

Average interest rate

 

 

3.22 

%

 

4.00 

%

 

3.80 

%

 

3.61 

%

 

3.99 

%

 

4.00 

%

 

3.87 

%

 

 

Mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

loans

 

$

 -

 

$

0.3 

 

$

1.4 

 

$

 -

 

$

 -

 

$

93.2 

 

$

94.9 

 

$

99.3 

Average interest rate

 

 

 -

 

 

8.04 

%

 

7.61 

%

 

 -

 

 

 -

 

 

3.80 

%

 

3.87 

%

 

 

Rate Sensitive Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

903.5 

 

$

903.5 

 

$

1,021.7 

Average interest rate

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

6.70 

%

 

6.70 

%

 

 

EQUITY PRICE RISK

Our equity securities portfolio is exposed to equity price risk arising from potential volatility in equity market prices. Portfolio characteristics are analyzed regularly and price risk is actively managed through a variety of techniques. A hypothetical increase or decrease of 10% in the market price of our equity securities would have resulted in an increase or decrease in the fair value of the equity securities portfolio of approximately $ 58 million at December 31, 2015 and December 31, 2014, respectively.

FOREIGN CURRENCY EXCHANGE RISK

Chaucer has exposure to foreign currency risk, most notably in insurance contracts and invested assets. Some of the insurance contracts provide that ultimate losses may be payable in foreign currencies depending on the country of original loss. Foreign currency exchange rate risk exists to the extent that there is an increase in the exchange rate of the foreign currency in which losses are ultimately owed. Thus, Chaucer attempts to manage foreign currency risk by seeking to match liabilities under insurance and reinsurance policies that are payable in foreign currencies with cash and investments that are denominated in such currencies. We may also utilize foreign currency forward contracts as part of our investment strategy. The principal currency creating foreign exchange risk for us is the U.K. pound sterling, and to a lesser extent, the Euro, Canadian dollar, Australian dollar and Swiss franc. A hypothetical 10% reduction in the value of foreign denominated investments would be expected to produce a loss in fair value of approximately $ 59 million at December 31, 2015 and approximately $102 million at December 31, 2014.

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DISCO NTINUED OPERATIONS

Discontinued operations primarily consist of our former life insurance businesses which were sold prior to 2009, and our discontinued accident and health business.

Our former life insurance businesses include indemnity obligations for which we have established reserves.

Discontinued operations for the years ended December 31, 2015 , 2014 and 2013 resulted in gains of $0. 7 million ,   losses of $0.3 million and gains of $5.3 million, respectively, net of tax . The 2013 benefit , associated with the Company’s former life insurance businesses , was primarily due to an insurance settlement related to a class action lawsuit .

INCO ME TAXES

We are subject to the tax laws and regulations of the U.S. and foreign countries in which we operate. We file a consolidated U.S. federal income tax return that includes the holding company and its U.S. subsidiaries. Generally, taxes are accrued at the U.S. statutory tax rate of 35% for income from the U.S. operations. Our primary non-U.S. jurisdiction is the U.K. In July 2012, the U.K. statutory rate decreased from 24% to 23% effective April 1, 2013.  In July 2013, the U.K. statutory rate decreased from 23% to 21% effective April 1, 2014 and from 21% to 20% effective April 1, 2015. Further decreases were enacted in November 2015 to reduce the U.K. statutory tax rate from 20% to 19% effective April 1, 2017 and from 19% to 18% effective April 1, 2020. We accrue taxes on certain non-U.S. income that is subject to U.S. tax at the U.S. tax rate. Foreign tax credits, where available, are utilized to offset U.S. tax as permitted. Certain of our non-U.S. income is not subject to U.S. tax until repatriated. Foreign taxes on this non-U.S. income are accrued at the local foreign rate and do not have an accrual for U.S. deferred taxes since these earnings are intended to be indefinitely reinvested overseas.

The provision for income taxes from continuing operations was an expense of $108.6 million, $95.7 million and $83.4 million in 2015, 2014 and 2013, respectively. These amounts resulted in consolidated effective tax rates of 24.7%, 25.3% and 25.3% on pre-tax income for 2015, 2014 and 2013, respectively. These provisions reflect benefits related to tax planning strategies implemented in prior years of $13.3 million, $16.2 million and $17.5 million in 2015, 2014 and 2013, respectively. The provision for 2015 reflects a $15.6 million tax savings, net of a $1.7 million provision for uncertain tax positions, on the sale of the U.K. motor business. The sale of the U.K. motor business was structured as a tax free reorganization and is exempt from current U.S. and U.K. taxation under the business exemption and substantial shareholdings exemption rules, respectively. Since the proceeds from this transaction are expected to be indefinitely reinvested overseas, U.S. taxes have not been recognized. The provision for 2014 also included a benefit related to the reduction of a valuation allowance of $2.9 million, and a $6.9 million benefit related to foreign exchange loss deductions on our 2013 and 2014 U.S. tax returns. Absent these benefits, the provision for income taxes for 2015, 2014, and 2013 would have been expenses of $137.5 million or 31.3%, $121.7 million, or 32.2%, and $100.9 million, or 30.7%, respectively. The decrease in the 2015 effective tax rate is primarily due to an increase in our recognition of foreign tax credits for taxes paid in certain foreign jurisdictions. The increase in the 2014 effective tax rate is primarily due to a modest decrease in the proportion of our income from foreign operations not subject to U.S. taxes and thus taxed at the lower U.K. rate.

The income tax provision on operating income was an expense of $125.5 million, $108.3 million and $100.9 million for 2015, 2014 and 2013, respectively. These provisions resulted in effective tax rates for operating income of 30.9%, 31.8% and 30.8% in 2015, 2014 and 2013, respectively. The decrease in the 2015 effective tax rate is primarily due to the aforementioned increase in our recognition of foreign tax credits. The increase in the 2014 effective tax rate is primarily due to a modest decrease in the proportion of our income from foreign operations not subject to U.S. taxes and thus taxed at the lower U.K. rate.

In cluded in our deferred tax net asset as of December 31, 2015 are assets of $68.8 million related to alternative minimum tax (“AMT”) credit carryforwards and $1.7 million related to foreign tax credit carryforwards. We may utilize these credits to offset future taxable income. The result of their utilization will be a lower current tax rate offset by a higher deferred tax provision, and also lower cash expenditures for federal income taxes during the utilization period. There is no expiration on AMT credit carryforwards and our foreign tax credit carryforwards will expire beginning in 2022. It is our opinion that there will be sufficient future U.S. and U.K. taxable income to utilize these tax credit carryforwards. Our estimate of the amount and likely realization of tax credit carryforwards may change over time.

During 2014, we released the valuation allowance related to our deferred tax assets of $2.9 million recorded in 2013. The release of this valuation allowance resulted from appreciation in our investment portfolio and is recorded as a $2.9 million decrease in our income tax expense.

In prior years, we completed several transactions which resulted in the realization, for tax purposes only, of unrealized gains in our investment portfolio. As a result of these transactions, we were able to realize capital losses carried forward and to release the valuation allowance recorded against the deferred tax asset related to these losses.  The releases of valuation allowances were recorded as a benefit in accumulated other comprehensive income.  Previously unrealized benefits of $13.3 million, $16.2 million and $17.5 million attributable to non-operating income, are recognized as part of our income from continuing operations during 2015, 2014 and 2013, respectively. The remaining amount of $78.2 million in accumulated other comprehensive income will be released into income from continuing operations in future years, as the investment securities subject to these transactions are sold or mature.

The IRS audits of the years 2007 through 2010 were settled in 2014 with no material impact to our financial position or results of operations. There is no ongoing audit on our open tax years.

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CRITICAL ACCOU NT ING ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements. These statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following critical accounting estimates are those which we believe affect the more significant judgments and estimates used in the preparation of our financial statements. Additional information about other significant accounting policies and estimates may be found in Note 1—“ Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

RESERVE FOR LOSSES AND LOSS EXPENSES

See “Results of Operations – Segments - Reserve for Losses and Loss Adjustment Expenses” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K for a discussion of our critical accounting estimates for loss reserves.

REINSURANCE RECOVERABLE BALANCES

We share insurance risk of the primary underlying contracts with various insurance entities through the use of reinsurance contracts. As a result, when we experience loss events that are subject to a reinsurance contract, reinsurance recoveries are recorded. The amount of the reinsurance recoverable can vary based on the size of the individual loss or the aggregate amount of all losses in a particular line, book of business or an aggregate amount associated with a particular accident year. The valuation of losses recoverable depends on whether the underlying loss is a reported loss, or an incurred but not reported loss. For reported losses, we value reinsurance recoverables at the time the underlying loss is recognized, in accordance with contract terms. For incurred but not reported losses, we estimate the amount of reinsurance recoverable based on the terms of the reinsurance contracts and historical reinsurance recovery information and apply that information to the gross loss reserve estimates. The most significant assumption we use is the average size of the individual losses for those claims that have occurred but have not yet been reported to us. The reinsurance recoverable is based on what we believe are reasonable estimates and is disclosed separately on the financial statements. However, the ultimate amount of the reinsurance recoverable is not known until all losses are settled.

Reinsurance recoverables recorded on insurance losses ceded under reinsurance contracts are subject to judgments and uncertainties similar to those involved in estimating gross loss reserves, as disclosed above. In addition to these uncertainties, our reinsurance recoverables may prove uncollectible if the reinsurers are unable or unwilling to perform under the reinsurance contracts. In establishing our reinsurance allowance for amounts deemed uncollectible, we evaluate the financial condition of our reinsurers and monitor concentration of credit risk arising from our exposure to individual reinsurers. To determine if an allowance is necessary, we consider, among other factors, published financial information, reports from rating agencies, payment history, collateral held and our legal right to offset balances recoverable against balances we may owe. Our reinsurance allowance for doubtful accounts is subject to uncertainty and volatility due to the time lag involved in collecting amounts recoverable from reinsurers. Over the period of time that losses occur, reinsurers are billed and amounts are ultimately collected, economic conditions, as well as the operational and financial performance of particular reinsurers, may change and these changes may affect the reinsurers’ willingness and ability to meet their contractual obligation to us. It is also difficult to fully evaluate the impact of major catastrophic events on the financial stability of reinsurers, as well as the access to capital that reinsurers may have when such events occur. The ceding of insurance does not legally discharge us from our primary liability for the full amount of the policies, and we will be required to pay the loss and bear collection risk even if the reinsurers fail to meet their obligations under the reinsurance contracts.

PENSION BENEFIT OBLIGATIONS

General

We currently have a U.S. qualified defined benefit plan, a defined benefit pension plan for our international subsidiary, Chaucer, and several smaller non–qualified benefit plans. In order to measure the liabilities and expense associated with these plans, we must make various estimates and key assumptions, including discount rates used to value liabilities, assumed rates of return on plan assets, employee turnover rates and anticipated mortality rates. Additionally, our Chaucer pension plan also must take into consideration inflation rates, specifically related to participant salary increases. These estimates and assumptions are reviewed at least annually and are based on our historical experience, as well as current facts and circumstances. In addition, we use outside actuaries to assist in measuring the expenses and liabilities associated with our defined benefit pension plans.

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Two significant assumptions used in the determination of benefit plan obligations and expenses that are dependent on market factors, which have been subject to a greater level of volatility over the past few years, are the discount rate and the return on plan asset assumptions. The discount rate enables us to state expected future cash flows as a present value on the measurement date. We also use this discount rate in the determination of our pre-tax pension expense or benefit. A lower discount rate increases the present value of benefit obligations and increases pension expense. To determine the expected long-term return on plan assets, we generally consider historical mean returns by asset class for passive indexed strategies, as well as current and expected asset allocations, and adjust for certain factors that we believe will have an impact on future returns. Actual returns on plan assets in any given year seldom result in the achievement of the expected rate of return on assets. Actual returns on plan assets in excess of these expected returns will generally reduce our net actuarial losses (or increase actuarial gains) that are reflected in our accumulated other comprehensive income balance in shareholders’ equity, whereas actual returns on plan assets which are less than expected returns will generally increase our net actuarial losses (or decrease actuarial gains) that are reflected in accumulated other comprehensive income. These gains or losses are amortized into expense in future years.

Expenses related to these plans are generally calculated based upon information available at the beginning of the plan year. Our pre-tax expense related to our defined benefit plans was $ 10.9 million and $10.3 million for 2015 and 2014, respectively.

U.S. Qualified Defined Benefit Plan

Prior to 2005, we provided pension retirement benefits to substantially all of our U.S. employees based on a defined benefit cash balance formula. In addition to the cash balance allocation, certain transition group employees, who had met specified age and service requirements as of December 31, 1994, were eligible for a grandfathered benefit based primarily on the employees’ years of service and compensation during their highest five consecutive plan years of employment. As of January 1, 2005, the defined benefit pension plans were frozen.

As of December 31, 2015 and 2014, we determined our discount rate utilizing an independent yield curve which provides for a portfolio of high quality bonds that are expected to match the cash flows of our pension plan. Bond information used in the yield curve included only those rated Aa or better as of December 31, 2015 and 2014, respectively, and had been rated by at least two well-known rating agencies. At December 31, 2015, based upon our qualified plan liabilities and cash flows in relation to this discount curve, we increased our discount rate to 4.875 %, from 4.375% at December 31, 2014.

For the years ended December 31, 2015 and 2014, the expected rate of return on our qualified plan assets was 5.00 % and 5.50%, respectively. The de crease reflects the sustained challenging interest rate environment which is negatively impacting long-term returns. Actual returns of the plan investments generated approximately $ 4 million of losses and $59 million of gains during 2015 and 2014, respectively, as compared to expected returns of approximately $25 million and $28 million, respectively. The plan assets consisted of 85 % fixed maturities and 15 % equities at December 31, 2015.

In 201 5 , investment losse s of approximately $ 28 million were partially offset by actuarial gain s of approximately $ 23 million , primarily resulting from the in crease in the discount rate from the prior year. In 2014, actuarial losses of approximately $53 million primarily resulting from the decrease in the discount rate from the prior year and changes in mortality assumptions were partially offset by investment gains of approximately $31 million. The net loss es of $ 4.6 million and $21.8 in 201 5   and 2014 , respectively, are reflected as decreases to accumulated other comprehensive income. The change in these actuarial gains and losses is amortized into earnings in future period s. In 2015 and 2014, amortization of actuarial losses from prior years was  $ 10.5 million and $10.6 million, respectively. In 2014, we also accelerated recognition of actuarial losses of $10.8 million, resulting from the settlement of pension obligations related to a voluntary settlement program .  

Given the adverse effect of our actual investment experience in 201 5, and taking into consideration the in crease in discount rates for 201 6 , U.S. pension related expenses are expected to increase from $8.5 million in 2015 to approximately $9.8 million in 2016.

Holding all other assumptions constant, sensitivity to changes in our key assumptions related to our U.S. qualified defined benefit pension plan is as follows:

Discount Rate   – A 25 basis point increase in the discount rate would decrease our pension expense in 201 6 by $ 1.3 million and decrease our projected benefit obligation by $ 10.6 million. A 25 basis point reduction in the discount rate would increase our pension expense by $ 1.3 million and increase our projected benefit obligation by $ 11.0 million.

Expected Return on Plan Assets – A 25 basis point increase or decrease in the expected return on plan assets would decrease or increase our pension expense in 201 6 by $ 1.1 million.  

Chaucer Pension Plan

Prior to 2002, Chaucer provided defined benefit pension retirement benefits to certain of its employees. As of December 31, 2001, the defined benefit section of the pension plan was closed to new members. The defined benefit obligation for this plan is based on the employees’ years of service and final pensionable salary.

As of December 31, 201 5 and 201 4 , we determined the discount rate utilizing an independent yield curve which provides for a portfolio of high quality bonds that are expected to match the cash flows of the Chaucer plan. At December 31, 201 5 , based upon Chaucer’s plan liabilities and cash flows in relation to these yield curves, we in creased the discount rate to 3.85 % from 3.75 % at December 31, 201 4 .  

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For the years ended December 31, 201 5 and 201 4 , the expected rate of return on plan assets was 5.45 % and 6. 55 %, respectively. The composition of Chaucer’s plan assets are 56 % equities, 32 % fixed maturities, and 12 % real estate funds at December 31, 201 5 . Actual returns of the plan investments generated approximately $ 3 million and $1 5 million of gains during the years ended December 31, 201 5 and 201 4 , respectively, as compared to expected returns of approximately $ 7 million and $ 8 million, respectively.

Actuarial losses in 201 5 resulting from lower   than expected investment gains that were experienced during the year   were partially offset by a slight in crease from the change in the discount rate as compared to the prior year , resulting in net actuarial losses for the Chaucer plan of approximately $ 3.2 million. Actuarial losses in 2014 resulting from decreases in the discount rate from the prior year were partially offset by benefits from the investment gains experienced during the year, resulting in net actuarial losses for the Chaucer plan of approximately $5. 9 million. These losses are reflected as decreases to our accumulated other comprehensive income in 201 5 and 201 4 , respectively. This balance is amortized into earnings in future periods. Given the effect of our actual investment experience in 201 5 , expected rates of return on investments in 201 6 and taking into consideration the in crease in discount rates, pension related benefit s for the Chaucer plan are expected to remain consistent with a benefit of $0.9 million in 2015 and a benefit of $ 1.0 million in 2016 (using the December 31, 2015 GBP to U.S. dollar conversion rate of 1.47).

Holding all other assumptions constant (using the December 31, 2015 GBP to U.S. dollar conversion rate of 1.47), sensitivity to changes in our key assumptions related to our Chaucer pension plan is as follows:

Discount Rate – A 25 basis point increase in the discount rate would decrease our pension expense in 201 6 by $ 0.1 million and decrease our projected benefit obligation by $ 7.2 million. A 25 basis point reduction in the discount rate would increase our pension expense by $ 0.7 million and increase our projected benefit obligation by $ 7.7 million.

Expected Return on Plan Assets – A 25 basis point increase or decrease in the expected return on plan assets would decrease or increase o ur pension expense in 2015 by $0.3 million.  

OTHER-THAN-TEMPORARY IMPAIRMENTS

We employ a systematic methodology to evaluate declines in fair values below amortized cost for all fixed maturity and equity security investments. The methodology utilizes a quantitative and qualitative process which seeks to ensure that available evidence concerning the declines in fair value below amortized cost is evaluated in a disciplined manner. In determining whether a decline in fair value below amortized cost is other-than-temporary, we evaluate several factors and circumstances, including the issuer’s overall financial condition; the issuer’s credit and financial strength ratings; the issuer’s financial performance, including earnings trends, dividend payments and asset quality; any specific events which may influence the operations of the issuer; the general outlook for market conditions in the industry or geographic region in which the issuer operates; and the length of time and the degree to which the fair value of an issuer’s securities remains below our cost. With respect to fixed maturity investments, we consider factors that might raise doubt about the issuer’s ability to make contractual payments as they become due and whether we expect to recover the entire amortized cost basis of the security. With respect to equity securities, we consider our ability and intent to hold the investment for a period of time to allow for a recovery in value.

We monitor corporate fixed maturity securities with unrealized losses on a quarterly basis and more frequently when necessary to identify potential credit deterioration as evidenced by ratings downgrades, unexpected price variances, and/or company or industry specific concerns. We apply consistent standards of credit analysis which includes determining whether the issuer is current on its contractual payments and we consider past events, current conditions and reasonable forecasts to evaluate whether we expect to recover the entire amortized cost basis of the security. We utilize valuation declines as a potential indicator of credit deterioration and apply additional levels of scrutiny in our analysis as the severity of the decline increases or duration persists.

For our impairment review of asset-backed fixed maturity securities, we forecast our best estimate of the prospective future cash flows of the security to determine if we expect to recover the entire amortized cost basis of the security. Our analysis includes estimates of underlying collateral default rates based on historical and projected delinquency rates and estimates of the amount and timing of potential recovery. We consider available information relevant to the collectability of cash flows, including information about the payment terms of the security, prepayment speeds, the financial condition of the underlying borrowers, collateral trustee reports, credit ratings analysis and other market data when developing our estimate of the expected cash flows.

When an OTTI of a debt security occurs, and we intend to sell or more likely than not will be required to sell the investment before recovery of its amortized cost basis, the amortized cost of the security is reduced to its fair value, with a corresponding charge to earnings, which reduces net income and earnings per share. If we do not intend to sell the fixed maturity investment or more likely than not will not be required to sell it, we separate the OTTI into the amount we estimate represents the credit loss and the amount related to all other factors. The amount of the estimated loss attributable to credit is recognized in earnings, which reduces net income and earnings per share. The amount of the estimated OTTI that is non-credit related is recognized in other comprehensive income, net of applicable taxes.

We estimate the amount of the OTTI that relates to credit by comparing the amortized cost of the debt security with the net present value of the debt security’s projected future cash flows, discounted at the effective interest rate implicit in the investment prior to impairment. The non-credit portion of the impairment is equal to the difference between the fair value and the net present value of the debt security at the impairment measurement date.

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OTTIs of equity securities are recorded as realized losses, which reduce net income and earnings per share. The new cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value.

For equity method investments, we recognize an impairment when evidence demonstrates that a loss in value that is other-than-temporary has occurred. Evidence of a loss in value that is other-than-temporary may include the absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain a level of earnings that would justify the carrying amount of the investment. During each period, we evaluate whether an impairment indicator has occurred that may have a significant adverse effect on the carrying value of the investment. Impairment indicators may include: lower expectations of residual value from a limited partnership, reduced valuations of the investments held by limited partnerships, actual recent cash flows that are significantly less than expected cash flows or any other adverse events since the last financial statements received that might affect the value of the investee’s capital. OTTIs of equity method investments are recorded as realized losses, which reduce net income and earnings per share.

Temporary declines in market value are recorded as unrealized losses, which do not affect net income and earnings per share, but reduce accumulated other comprehensive income, which is reflected in our Consolidated Balance Sheets. We cannot provide assurance that the OTTIs will be adequate to cover future losses or that we will not have substantial additional impairments in the future. (See “Investments” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K for further discussion regarding OTTIs and securities in an unrealized loss position).

DEFERRED TAX ASSETS

Deferred tax assets and liabilities primarily result from temporary differences between the amounts recorded in our consolidated financial statements and the tax basis of our assets and liabilities and loss and tax credit carryforwards. These temporary differences are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the tax law in the applicable tax jurisdiction. Consideration is given to available positive and negative evidence, including reversals of deferred tax liabilities, projected future taxable income in each tax jurisdiction, tax planning strategies and recent financial operations. Valuation allowances are established if, based on the weight of available information, it is more likely than not that all or some portion of the deferred tax assets will not be realized. The determination of the valuation allowance for our deferred tax assets requires management to make certain judgments and assumptions. Our judgments and assumptions are subject to change given the inherent uncertainty in predicting future performance and specific industry and investment market conditions. Changes in valuation allowances are generally reflected in income tax expense or as an adjustment to other comprehensive income depending on the nature of the item for which the valuation allowance is being recorded.

The following are the components of our deferred tax assets and liabilities as of December 31, 2015 .   There were no valuation allowances required as of December 31, 2015.

 

 

 

 

 

DEFERRED TAX ASSETS (LIABILITIES)

 

 

Amount

(in millions)

 

 

 

Tax attributes

 

 

 

Tax credit carryforwards

 

$

70.5 

Other

 

 

 

Loss, LAE and unearned premium reserves, net

 

 

179.0 

Deferred acquisition costs

 

 

(134.9)

Employee benefit plans

 

 

39.3 

Investments, net

 

 

12.4 

Software capitalization

 

 

(26.9)

Deferred Lloyd's underwriting income

 

 

(22.4)

Other, net

 

 

20.9 

 

 

 

67.4 

Total

 

$

137.9 

We have $ 68.8 million of alternative minimum tax credit carryforwards and $ 1.7 million of foreign tax credit carryforwards. The alternative minimum tax credit carryforwards have no expiration date and may be used to offset regular federal income taxes due from future income. The foreign tax credit carryforwards will expire beginning in 2022 and may be used to offset federal income taxes due from future foreign sourced income. In addition, we have operating loss carryforwards from our Chaucer segment, which have no expiration date. Based on our projection of future economic conditions, taxable income, reversals of existing taxable temporary liabilities, and our strategic tax planning strategies, we believe that these tax credit carryforwards and operating loss carryforwards will be fully realized.

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STATUTORY SURPLUS OF U.S. INSURANCE SUBSIDIARIES

The following table reflects statutory surplus for our U.S. insurance subsidiaries:

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Total Statutory Capital and Surplus - U.S. Insurance Subsidiaries

 

$

2,192.8 

 

$

2,057.1 

The statutory capital and surplus for our U.S. insurance subsidiaries increased $135.7 million during 2015 ,   primarily due to operating results, partially offset by an increase in unrealized losses.

The NAIC prescribes an annual calculation regarding risk based capital (“RBC”). RBC ratios for regulatory purposes, as described in the glossary, are expressed as a percentage of the capital required to be above the Authorized Control Level (the “Regulatory Scale”); however, in the insurance industry, RBC ratios are widely expressed as a percentage of the Company Action Level. The following table reflects the Company Action Level, the Authorized Control Level and RBC ratios for Hanover Insurance (which includes Citizens and other U.S. insurance subsidiaries), as of December 31, 201 5 and 201 4 , expressed both on the Industry Scale (Total Adjusted Capital divided by the Company Action Level) and Regulatory Scale (Total Adjusted Capital divided by Authorized Control Level):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in millions)


DECEMBER 31, 2015

 

 

Company Action Level

 

 

Authorized Control Level

 

 

RBC Ratio Industry Scale

 

 

RBC Ratio Regulatory Scale

 

The Hanover Insurance Company

 

$

757.1 

 

$

378.5 

 

 

288 

%

 

576 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

The Hanover Insurance Company

 

$

749.2 

 

$

374.6 

 

 

273 

%

 

547 

%

 

 

 

 

 

LLOYD’S CAPITAL REQUIREMENT

Chaucer corporate members operate in the Lloyd’s market, which requires that these members deposit funds, referred to as “Funds at Lloyd’s”, to support their underwriting interests. Lloyd’s sets required capital annually for all participating syndicates based on each syndicate’s business plans, the rating and reserving environment, and discussions with regulatory and rating agencies. Although the minimum capital levels are set by Lloyd’s, it is the responsibility of Chaucer to continually monitor the risk profiles of its managed syndicates to ensure that the level of funding remains appropriate. Such capital is comprised of investments, undrawn letters of credit provided by various banks, and cash and cash equivalents.

We have the following securities, letters of credit and cash and cash equivalents pledged to Lloyd’s to satisfy these capital requirements at December 31, 201 5 .   In 2015, we entered into a new letter of credit facility which enables a higher level of these assets to be used to satisfy these capital requirements (see also “Liquidity and Capital Resources” below). At December 31, 201 5 , we are in compliance with the capital requirements and expect to be able to meet these capital requirements in the future.  

 

 

 

 

 

DECEMBER 31, 2015

 

 

 

(in millions)

 

 

 

Fixed maturities, at fair value

 

$

440.6 

Letters of credit

 

 

250.6 

Cash and cash equivalents

 

 

7.0 

Total pledged to Lloyd's

 

$

698.2 

 

 

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LIQUIDITY AND C A PITAL RESOURCES  

Liquidity is a measure of our ability to generate sufficient cash flows to meet the cash requirements of business operations. As a holding company, our primary ongoing source of cash is dividends from our insurance subsidiaries. However, dividend payments to us by our U.S. insurance subsidiaries are subject to limitations imposed by regulators, such as prior notice periods and the requirement that dividends in excess of a specified percentage of statutory surplus or prior year’s statutory earnings receive prior approval (so called “extraordinary dividends”). No dividends were paid to the holding company by Hanover Insurance in 2015, 2014 or 2013.

Dividend payments to the holding company by Chaucer are regulated by U.K. law. Dividends from Chaucer are dependent on dividends from its subsidiaries. Annual dividend payments from Chaucer are limited to retained earnings that are not restricted by capital and other requirements for business at Lloyd’s. Also, Chaucer must provide advance notice to the U.K.’s Prudential Regulation Authority (“PRA”) of certain proposed dividends or other payments from PRA regulated entities. Chaucer paid $61.3 million, $68 .7 million and $13.9 million in dividends during 2015, 2014 and 2013, respectively, to the holding company.

In connection with an intercompany borrowing arrangement between Chaucer and the holding company, interest on a $300 million note is paid by Chaucer on a quarterly basis to the holding company. This interest may be deferred at the election of the holding company. If deferred, the interest is added to the principal. Chaucer paid $22.5 million, $ 22 .5 million and $28.1 million of interest to the holding company during 2015, 2014 and 2013, respectively.

Sources of cash for our insurance subsidiaries primarily consist of premiums collected, investment income and maturing investments. Primary cash outflows are paid claims, losses and loss adjustment expenses, policy and contract acquisition expenses, other underwriting expenses and investment purchases. Cash outflows related to losses and loss adjustment expenses can be variable because of uncertainties surrounding settlement dates for liabilities for unpaid losses and because of the potential for large losses either individually or in the aggregate. We periodically adjust our investment policy to respond to changes in short-term and long-term cash requirements.

Net cash provid ed by operati ng activities was $438.4 million during 2015, as compared to $564.7 million in 2014 and $383.9 million in 2013. The $126.3 million change in 201 5 compared to 201 4   was primarily due to higher federal income tax payments resulting from increased earnings,   the timing of reinsurance payments and slightly lower premium collections during 201 5.   These decreases were partially offset by lower claims payments. The $18 0 .8 million change in 2014 compared to 2013 primarily resulted from increased premium collections during 2014 , partially offset by a slight increase in claims payments . Additionally, in 2013 we made a payment related to the settlement of our life insurance postretirement benefit obligation which did not recur in 2014.

Net cash used in investing activities was $171.5 m illion during 201 5 , as compared to $ 600.7 million during 201 4 and $ 358.7 million in 201 3 . During 2015 cash used in investing activities primarily related to net purchases of commercial mortgage loan participations and fixed maturities . These cash outflows were partially offset by net cash received from the disposal of the U.K. motor business. In 2014 and 2013 , cash used in investing activities primarily related to net purchases of fixed maturities, equity securities, a nd other investments. See Note 3 – “Investments” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

Net cash used in financing activities wa s $294.7 million during 201 5 , as compared to $ 71.7 million during 201 4 and $ 105.5 million in 201 3 .   During 2015, cash used in financing activities primarily resulted from repurchases of common stock, repayments of debt and dividend payments to shareholders. During 2014, cash used in financing activities primarily resulted from the payment of dividends to shareholders and the repurchase of common stock , partially offset by cash inflows related to the exercise of employee stock options . During 2013, cash used in financing activities primarily resulted from the repayment of approximately $121 million of debt, repurchases of common stock and the payment of dividends to shareholders, partially offset by the proceeds from the issuance, on March 20, 2013, of $175.0 million of unsecured subordinated debentures.

Dividends to common shareholders are subject to quarterly board approval and declaration. During 201 5 , as declared by the Board, we paid three quarterly dividends of $0. 41 per share and one quarterly dividend of $0. 46 per share to our shareholders totaling $ 74 . 2  million. We believe that our holding company assets are sufficient to provide for future shareholder dividends should the Board of Directors declare them.  

At December 31, 2015, THG, as a holding company, held approximately $ 129.9 million of fixed maturities and cash. We believe our holding company assets will be sufficient to meet our 2016 obligations, which consist primarily of dividends to our shareholders (as and to the extent declared), the interest on our senior and subordinated debentures, certain costs associated with benefits due to our former life employees and agents, and, to the extent required, payments related to indemnification of liabilities associated with the sale of various subsidiaries. A s discussed below, we have, and opportunistically may continue to, repurchase our common stock and debt. We may decide to provide funds to the holding company for these or other opportunities through dividends or short-term intercompany lending arrangements.

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We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements relating to current operations, including the funding of our qualified defined benefit pension plan and the Chaucer pension plan. Based upon the current estimate of liabilities and certain assumptions regarding investment returns and other factors, our qualified defined benefit pension plans and Chaucer pension plan collectively have plan liabilities in excess of plan assets by approximat ely $32 mil lion. The ultimate payment amounts for our benefit plans are based on several assumptions, including but not limited to, the rate of return on plan assets, the discount rate for benefit obligations, mortality experience, interest crediting rates, inflation and the ultimate valuation and determination of benefit obligations. Since differences between actual plan experience and our assumptions are almost certain, changes both positive and negative to our current funding status and ultimately our obligations in future periods are likely.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments. We believe that the quality of the assets we hold will allow us to realize the long-term economic value of our portfolio, including securities that are currently in an unrealized loss position. We do not anticipate the need to sell these securities to meet our insurance subsidiaries’ cash requirements since we expect our insurance subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell those securities in a loss position before their values fully recover, thereby causing us to recognize impairment charges in that time period.  

Since October 2007 and through December 2015, our Board of Directors has authorized aggregate repurchases of our common stock of up to $900 million. Under the repurchase authorizations, the Company may repurchase, from time to time, common shares in amounts, at prices and at such times as the Company deems appropriate, subject to market conditions and other considerations. Repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. During 201 5 , we repurchased approximately 1.6  million shares of our common stock at a cost of $ 127.3 million.

In March 2013, we issued $175 million aggregate principal amount of subordinated unsecured debentures due March 30, 2053. These subordinated debentures pay interest quarterly. We may redeem these subordinated debentures in whole at any time, or in part from time to time, on or after March 30, 2018, at a redemption price equal to their principal amount plus accrued and unpaid interest.

Additionally, from time to time, we may also repurchase our debt on an opportunistic basis. During 2015, we repurchased senior debentures with a net carrying value of $90.2 million at a cost of $114.3 million, resulting in a loss of $24.1 million. During 2013, we repurchased senior debentures with a net carrying value of $73.8 million at a cost of $93.7 million, resulting in a loss of $19.9 million. Additionally in 2013, we repaid $46.3 million of our FHLBB advances plus prepayment fees of $7.8 million for a total payment of $54.1 million. Additional information related to all borrowings is in Note 6 – “Debt and Credit Arrangements” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K.

We have a $200.0 million credit agreement which expires in November 2018, with an option to increase the facility to $300.0 million assuming no default and satisfaction of certain other conditions. The agreement also includes a $50 million sub-facility for standby letters of credit that can be used for general corporate purposes.  Borrowings, if any, under the agreement are unsecured and incur interest at a rate per annum equal to, the higher of (a) the prime commercial lending rate of the administrative agent, (b) the Federal Funds Rate plus half of a percent, or (c) the one month Adjusted LIBOR plus one percent and any applicable margin. The agreement contains financial covenants including, but not limited to, maintaining at least a certain level of consolidated equity, maximum consolidated leverage ratios and requires certain of our subsidiaries to maintain a minimum RBC ratio. We had no borrowings under this agreement during 2015, 2014 and 2013.

Membership in the FHLBB provides us with access to additional liquidity based on our stock holdings and pledged collateral. At December 31, 201 5 , we had additional borrowing capacity of $ 34.9 million. There were no borrowings outstanding under this agreement at December 31, 2015; however, we have and may continue, from time to time, to borrow through this facility to provide short term liquidity.

On October 15, 2015, we entered into a Standby Letter of Credit Facility Agreement (the “Facility Agreement”) not to exceed £170.0 million (or $250.6 million) outstanding at any one time, with the option to increase the amount available for issuances of letters of credit to £235.0 million (or $346.4 million) in the aggregate on one occasion only during the term of the Facility Agreement (subject to the consent of all lenders and assuming no default and satisfaction of other specified conditions). The Facility Agreement replaces a Standby Letter of Credit Facility Agreement entered into on November 15, 2013 (the “Prior Facility Agreement”).  This prior agreement provided for amounts available for issuances of letters of credit not to exceed £130.0 million (or $191.6 million) outstanding at any one time, with a similar option to increase the amount available for issuances of letters of credit to £195.0 million (or $287.5 million). The Facility Agreement, like the Prior Facility Agreement, provides certain covenants including, but not limited to, the syndicates’ financial condition.  The Facility Agreement provides regulatory capital supporting Chaucer’s underwriting activities for the 2015, 2016 and 2017 years of account and each prior open year of account.  The Prior Facility Agreement provided regulatory capital supporting Chaucer’s underwriting activities for the 2014 and 2015 years of account and each prior open year of account. The Facility Agreement is generally renewed biennially to support new underwriting years. 

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The Facility agreement is subject to a letter of credit commission fee on outstanding letters of credit, which is payable quarterly.  The Facility Agreement fee ranges from 1.125% to 1.50% per annum, depending on our credit ratings for portions that are not cash collateralized, and 0.275% per annum for portions that are cash collateralized, whereas the Prior Facility Agreement fee ranged from 1.375% to 1.75% per annum, also dependent on our credit ratings for portions that were not cash collateralized, and 0.275% per annum for portions that were cash collateralized. We may, from time to time, collateralize a portion of the outstanding letter of credit. In addition to the commission fee on the uncollateralized outstanding letter of credit, a commitment fee in respect of the unutilized commitments under the Facility Agreement is payable quarterly, and ranges from 0.394% to 0.525% per annum, depending on our credit ratings.  Unutilized commitment fees for the Prior Facility Agreement were also payable quarterly, and ranged from 0.55% to 0.70% per annum, depending on our credit ratings. Chaucer is also required to pay customary agency fees. We paid $3.7 million and $4.1 million in interest costs in 2015 and 2014, respectively.

Simultaneous with the Facility Agreement, we entered into a Guaranty Agreement (the “Guaranty Agreement”) with Lloyds Bank plc, as Facility Agent and Security Agent, pursuant to which, we unconditionally guarantee the obligations of Chaucer under the Facility Agreement. The Guaranty Agreement contains certain financial covenants that require us to maintain a minimum net worth, a minimum risk-based capital ratio at our primary U.S. domiciled property and casualty companies and a maximum leverage ratio, and certain negative covenants that limit our ability, among other things, to incur or assume certain debt, grant liens on our property, merge or consolidate, dispose of assets, materially change the nature or conduct of our business and make restricted payments (except, in each case, as provided by certain exceptions). The Guaranty Agreement also contains certain customary representations and warranties.  The current Guaranty Agreement contains terms and conditions substantially similar to the previous guaranty agreement we had in place with Lloyds Bank plc in connection with Chaucer’s previous Facility Agreement. The Guaranty Agreement replaced the prior guaranty agreement upon effectiveness of the Facility Agreement on October 15, 2015.

At December 31, 201 5 , we were in compliance with the covenants of our debt and credit agreements.

CONTRACTUAL OBLIGATIONS

Financing obligations generally include repayment of our senior debentures, subordinated debentures, borrowings from the FHLBB, and operating lease payments. The following table represents our annual payments related to the contractual principal and interest payments of these financing obligations as of December 31, 201 5 and operating lease payments reflect expected cash payments based upon lease terms. In addition, we also have included our estimated payments related to our loss and LAE obligations and our current expectation of payments to be made to support the obligations of our benefit plans. The following table also includes commitments to purchase investment securities at a future date. Actual payments may differ from the contractual and/or estimated payments in the table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

Maturity less than 1 year

 

Maturity
1-3 years

 

Maturity
4-5 years

 

Maturity in excess of 5 years

 

Total

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt (1)

 

$

 -

 

$

 -

 

$

80.0 

 

$

734.3 

 

$

814.3 

Interest associated with debt (1)

 

 

56.7 

 

 

110.5 

 

 

104.6 

 

 

489.2 

 

 

761.0 

Operating lease commitments (2)

 

 

16.4 

 

 

24.8 

 

 

14.8 

 

 

1.1 

 

 

57.1 

Qualified defined benefit pension plan funding obligations (3)

 

 

0.7 

 

 

1.4 

 

 

1.4 

 

 

3.6 

 

 

7.1 

Non-qualified defined benefit pension and post-retirement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

benefit obligation (4)

 

 

4.9 

 

 

8.8 

 

 

8.2 

 

 

18.2 

 

 

40.1 

Investment commitments (5)

 

 

56.4 

 

 

45.7 

 

 

17.3 

 

 

4.7 

 

 

124.1 

Loss and LAE obligations (6)

 

 

2,122.1 

 

 

2,123.1 

 

 

902.2 

 

 

1,427.0 

 

 

6,574.4 

(1)

Debt includes our senior debentures due in 2025, which pay annual i nterest at a rate of 7.625 %, our senior debentures due in 2020, which pay annual interest at a rate of 7.50%, our senior debentures due in 2021, which pay annual interest at a rate of 6.375%, our subordinated debentures due in 2053, which pay annual interest at a rate of 6.35%, and our subordinated debentures due in 2027, which pay cumulative dividends at an annual rate of 8.207%. Payments related to the principal amounts of these agreements represent contractual maturity; therefore, principal and interest associated with these obligations are reflected in the above table based upon the contractual maturity dates. In addition, we have $125.0 million of borrowings under a collateralized borrowing program with the FHLBB which pays interest monthly at a rate of 5.50% annually. Such borrowings are available for a twenty-year term or through September 25, 2029. Also, interest includes contractual interest related to the uncollateralized portion of our £1 7 0.0 million Standby Letter of Credit Facility.

(2)

Our U.S. and international subsidiaries are lessees with a number of operating leases.

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(3)

Reflects funding associated with the Chaucer plan based upon its current funded status and estimated additional funding required to support future salary increases through 2025. We do not expect to make any significant contributions to our U.S. qualified plan in order to meet our minimum funding requirements. However, additional contributions may be required in the future to both plans based on the level of pension assets and liabilities in future periods.

The ultimate payment amount for our pension plans are based on several assumptions, including, but not limited to, the rate of return on plan assets, the discount rate for benefit obligations, mortality experience, interest crediting rates and the ultimate valuation of benefit obligations. Differences between actual plan experience and our assumptions are likely and will likely result in changes to our funding obligations in future periods.

(4)

Non-qualified defined benefit pension and postretirement benefit obligations reflect estimated payments to be made through plan year 2025 for pension, postretirement and postemployment benefits. Estimates of these payments and the payment patterns are based upon historical experience.

(5)

Investment commitments relate primarily to partnerships.

(6)

Unlike many other forms of contractual obligations, loss and LAE reserves do not have definitive due dates and the ultimate payment dates are subject to a number of variables and uncertainties. As a result, the total loss and LAE reserve payments to be made by period, as shown in the table, are estimates based principally on historical experience.

OFF-BALA NCE SH EET ARRANGEMENTS

We currently do not have any material off-balance sheet arrangements that are reasonably likely to have an effect on our financial position, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.

CONTING ENC IE S AND REGULATORY MATTERS

Information regarding litigation and legal contingencies appears in Note 18 —“Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in Financial Statements and Supplementary Data of this Form 10-K. Information related to certain regulatory and industry developments are contained in “Regulation” in Part 1 - Item 1 of this Form 10-K and in “Risk Factors” in Part 1 – Item 1A of this Form 10-K.  

RATI NG A GE NCIES

Insurance companies are rated by rating agencies to provide both industry participants and insurance consumers information on specific insurance companies. Higher ratings generally indicate the rating agencies’ opinion regarding financial stability and a stronger ability to pay claims.

We believe that strong ratings are important factors in marketing our products to our agents and customers, since rating information is broadly disseminated and generally used throughout the industry. Insurance company financial strength ratings are assigned to an insurer based upon factors deemed by the rating agencies to be relevant to policyholders and are not directed toward protection of investors. Such ratings are neither a rating of securities nor a recommendation to buy, hold or sell any security. Customers typically focus on claims-paying ratings, while creditors focus on debt ratings. Investors use both to evaluate a company’s overall financial strength.

RIS KS AND FORWARD -LOOKING STATEMENTS

Management’s Discussion and Analysis contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of indicators of forward-looking statements and specific important factors that could cause actual results to differ materially from those contained in forward-looking statements, see “Risk Factors” in Part 1 – Item 1A of this Form 10-K. This Management’s Discussion and Analysis should be read and interpreted in light of such factors.

 

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GLOSS ARY OF SELECTED INSURANCE TERMS

Account business- Customers with multiple policies and/or coverages.

Account rounding – The conversion of single policy customers to accounts with multiple policies and/or additional coverages.

Benefit payments – Payments made to an insured or their beneficiary in accordance with the terms of an insurance policy.

Capacity – The maximum amount of business which may be accepted by a syndicate or a corporate member on a syndicate, expressed in terms of gross premium written, net of commission.

Casualty insurance – Insurance that is primarily concerned with the losses caused by injuries to third persons and their property (other than the policyholder) and the related legal liability of the insured for such losses.

Catastrophe – A severe loss, resulting from natural and manmade events, including, among others, hurricanes, tornadoes and other windstorms, earthquakes, hail, severe winter weather, fire, explosions, and terrorism.

Catastrophe loss – Loss and directly identified loss adjustment expenses from catastrophes. The Insurance Services Office (“ISO”) Property Claim Services (“PCS”) defines a catastrophe loss as an event that causes $25 million or more in U.S. industry insured property losses and affects a significant number of property and casualty policyholders and insurers. In addition to those catastrophe events declared by ISO, claims management also generally includes within the definition of a “catastrophe loss”, a property loss event that causes approximately $5 million or more in Company insured losses and affects in excess of one hundred policy holders or multiple independent risks. For the international business in our Chaucer segment, management utilizes a “catastrophe loss” definition that is substantially consistent with the ISO definition framework.

Cede; cedent; ceding company – When a party reinsures its liability with another, it “cedes” business and is referred to as the “cedent” or “ceding company”.

Corporate member – A company admitted to membership of Lloyd’s and which provides capital in support of a Lloyd’s syndicate to enable the syndicate to undertake underwriting risks.

Credit spread – The difference between the yield on the debt securities of a particular corporate debt issue and the yield of a similar maturity of U.S. Treasury debt securities.

Current accident year results – A non-GAAP measure of the estimated earnings impact of current premiums offset by estimated loss experience and expenses for the current accident year. This measure includes the estimated increase in revenue associated with higher prices (premiums), including those caused by price inflation and changes in exposure, partially offset by higher volume driven expenses and inflation of loss costs. Volume driven expenses include acquisition costs such as commissions paid to agents, which are typically based on a percentage of premium dollars.

Earned premium – The portion of a premium that is recognized as income, or earned, based on the expired portion of the policy period, that is, the period for which loss coverage has actually been provided. For example, after six months, $50 of a $100 annual premium is generally considered earned premium. The remaining $50 of annual premium is unearned premium. Net earned premium is earned premium net of reinsurance.

Economic interest – The share of syndicate underwriting capacity supported by capital from Chaucer Holdings Limited.

Excess of loss reinsurance – Reinsurance that indemnifies the insured against all or a specific portion of losses under reinsured policies in excess of a specified dollar amount or “retention”.

Exposure – As it relates to underwriting, a measure of the rating units or premium basis of a risk; for example, an exposure of a number of automobiles. As it relates to loss events, the maximum value of claims made on an insurer from an event or events that would result in the total exhaustion of the cover or indemnity offered by an insurance policy.

Exposure management actions – Actions that focus on improving underwriting profitability and/or lessening earnings volatility by reducing our exposures and property concentrations in certain geographies and lines that are more prone to both catastrophe and non-catastrophe losses. These actions include, but are not limited to, non-renewal, rate increases, stricter underwriting standards and higher deductible utilization, agency management actions, and more selective portfolio management by modifying our business mix.

Frequency – The number of claims occurring during a given coverage period.

Funds at Lloyd’s – Funds held in trust at Lloyd’s as security for the policyholders and to support a corporate member’s overall underwriting activities. The funds must be in a form approved by Lloyd’s and be maintained at certain specified levels.

Inland Marine Insurance – In Commercial Lines, this is a type of coverage developed for shipments that do not involve ocean transport. It covers articles in transit by all forms of land and air transportation as well as bridges, tunnels and other means of transportation and communication. In the context of Personal Lines, this term relates to floater policies that cover expensive personal items such as fine art and jewelry.

80

 


 

Loss adjustment expenses (“LAE”) – Expenses incurred in the adjusting, recording, and settlement of claims. These expenses include both internal company expenses and outside services. Examples of LAE include claims adjustment services, adjuster salaries and fringe benefits, legal fees and court costs, investigation fees and claims processing fees.

Loss costs – An amount of money paid for an insurance claim.

Loss reserves – Liabilities established by insurers to reflect the estimated cost of claims payments and the related expenses that the insurer will ultimately be required to pay in respect of insurance it has written. Reserves are established for losses and for LAE.

Managing agent – An agent that runs the affairs of a syndicate.

Peril – A cause of loss.

Price(ing) increase or decrease (Commercial Lines and Chaucer) – Represents the average change in premium on renewed policies caused by the estimated net effect of base rate changes, discretionary pricing, inflation or changes in policy level exposure or insured risk.

Price(ing) increase or decrease (Personal Lines) – The estimated cumulative premium effect of approved rate actions applied to policies available for renewal, regardless of whether or not policies are actually renewed. Pricing changes do not represent actual increases or decreases realized by the Company.

Property insurance – Insurance that provides coverage for tangible property in the event of loss, damage or loss of use.

Rate – The estimated pure pricing factor upon which the policyholder’s premium is based excluding changes in exposure or risk.

Ratios: (1)

Catastrophe loss ratio –The ratio of catastrophe losses incurred to premiums earned.

Combined ratio – This ratio is the GAAP equivalent of the statutory ratio that is widely used as a benchmark for determining an insurer’s underwriting performance. A ratio below 100% generally indicates profitable underwriting prior to the consideration of investment income. A combined ratio over 100% generally indicates unprofitable underwriting prior to the consideration of investment income. The combined ratio is the sum of the loss and loss adjustment expense ratio and the expense ratio.

Expense Ratio – The ratio of underwriting expenses (including the amortization of deferred acquisition costs), less premium installment fee income and premium charge offs, to premiums earned for a given period.

Loss and Loss adjustment expense (“LAE”) ratio – The ratio of loss and loss adjustment expenses to earned premiums for a given period.

Loss ratio – The ratio of losses to premiums earned for a given period.

Reinstatement premium – A pro-rata reinsurance premium that may be charged for reinstating the amount of reinsurance coverage reduced as the result of a reinsurance loss payment under a reinsurance treaty. For events that we are the insured party, the charge would decrease premiums; for events where we provide reinsurance coverage, the charge would increase premiums. For example, in 2005, this premium was required to ensure that our property catastrophe occurrence treaty, which was exhausted by Hurricane Katrina, was available again in the event of another large catastrophe loss in 2005.

Reinsurance – An arrangement in which an insurance company, or a reinsurance company, known as the reinsurer, agrees to indemnify another insurance or reinsurance company, known as the ceding company, against all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance can provide a ceding company with several benefits, including a reduction in net liability on risks and catastrophe protection from large or multiple losses. Reinsurance does not legally discharge the primary insurer from its liability with respect to its obligations to the insured.

Risk based capital (“RBC”) – A method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations in consideration of its size and risk profile. The RBC ratio for regulatory purposes is calculated as total adjusted capital divided by required risk based capital. Total adjusted capital for property and casualty companies is capital and surplus, adjusted for the non-tabular reserve discount applicable to our assumed discontinued accident and health insurance business. The Company Action Level is the first level at which regulatory involvement is specified based upon the level of capital.

Regulators may take action for reasons other than triggering various RBC action levels. The various action levels are summarized as follows:

·

The Company Action Level, which equals 200% of the Authorized Control Level, requires a company to prepare and submit a RBC plan to the commissioner of the state of domicile. A RBC plan proposes actions which a company may take in order to bring statutory capital above the Company Action Level. After review, the commissioner will notify the company if the plan is satisfactory.

81

 


 

·

The Regulatory Action Level, which equals 150% of the Authorized Control Level, requires the insurer to submit to the commissioner of the state of domicile an RBC plan, or if applicable, a revised RBC plan. After examination or analysis, the commissioner will issue an order specifying corrective actions to be taken.

·

The Authorized Control Level authorizes the commissioner of the state of domicile to take whatever regulatory actions are considered necessary to protect the best interest of the policyholders and creditors of the insurer.

·

The Mandatory Control Level, which equals 70% of the Authorized Control Level, authorizes the commissioner of the state of domicile to take actions necessary to place the company under regulatory control (i.e., rehabilitation or liquidation).

Security Lending – We engage our banking provider to lend securities from our investment portfolio to third parties. These lent securities are fully collateralized by cash. We monitor the fair value of the securities on a daily basis to assure that the collateral is maintained at a level of at least 102% of the fair value of the loaned securities. We record securities lending collateral as a cash equivalent, with an offsetting liability in expenses and taxes payable.

Severity – A monetary increase in the loss costs associated with the same or similar type of event or coverage.

Solvency II – European Commission-led fundamental review of the capital adequacy regime for the European insurance industry.

Specialty Lines – A major component of our other commercial lines. There is no accepted industry definition of “specialty lines”, but for our purpose specialty lines consist of products such as inland and ocean marine, surety, specialty property, professional liability, management liability and various other program businesses. When discussing net premiums written and other financial measures of our specialty businesses, we may include non-specialty premiums that are written as part of the entire account.

Statutory accounting practices – Recording transactions and preparing financial statements in accordance with the rules and procedures prescribed or permitted by insurance regulatory authorities including the NAIC, which in general reflect a liquidating, rather than going concern, concept of accounting.

Syndicate – A group of members underwriting insurance at Lloyd’s through the agency of a managing agent, to whom a particular syndicate number is assigned.

Underwriting – The process of selecting risks for insurance and determining in what amounts and on what terms the insurance company will accept risks.

Underwriting expenses – Expenses incurred in connection with the acquisition, pricing and administration of a policy or contract, and other insurance company expenses unrelated to claims handling or investments.

Unearned premiums – The portion of a premium representing the unexpired amount of the contract term as of a certain date.

Written premium – The premium assessed for the entire coverage period of an insurance policy or contract without regard to how much of the premium has been earned. See also earned premium. Net written premium is written premium net of reinsurance.

(1)   Ratios may not be comparable to similarly titled measures of other companies.

ITEM  7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to “Quantitative and Qualitative Disclosures about Market Risk” in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

 

82

 


 

ITEM  8   –   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

The Hanover Insurance Group, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of The Hanover Insurance Group, Inc. and its s ubsidiaries at December 31, 2015 and December 31, 201 4 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 201 5 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 201 5 , based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ PricewaterhouseCoopers LLP

Boston, MA

February  2 5 , 2016

 

83

 


 

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

 

2015

 

 

2014

 

 

2013

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

Premiums

 

 

$

4,704.8 

 

$

4,710.3 

 

$

4,450.5 

Net investment income

 

 

 

279.1 

 

 

270.3 

 

 

269.0 

Net realized investment gains (losses):

 

 

 

 

 

 

 

 

 

 

Net realized gains from sales and other

 

 

 

46.3 

 

 

55.6 

 

 

39.5 

Net other–than–temporary impairment losses on investments recognized

 

 

 

 

 

 

 

 

 

 

in earnings

 

 

 

(26.8)

 

 

(5.5)

 

 

(6.0)

Total net realized investment gains

 

 

 

19.5 

 

 

50.1 

 

 

33.5 

Fees and other income

 

 

 

30.6 

 

 

36.9 

 

 

40.7 

Total revenues

 

 

 

5,034.0 

 

 

5,067.6 

 

 

4,793.7 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

 

2,884.1 

 

 

2,927.5 

 

 

2,761.1 

Amortization of deferred acquisition costs

 

 

 

1,033.2 

 

 

1,040.0 

 

 

971.0 

Interest expense

 

 

 

60.1 

 

 

65.2 

 

 

65.3 

Gain on disposal of U.K. motor business

 

 

 

(38.4)

 

 

 -

 

 

 -

Other operating expenses

 

 

 

655.6 

 

 

656.9 

 

 

667.2 

Total losses and expenses

 

 

 

4,594.6 

 

 

4,689.6 

 

 

4,464.6 

Income before income taxes

 

 

 

439.4 

 

 

378.0 

 

 

329.1 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

55.8 

 

 

27.1 

 

 

8.6 

Deferred

 

 

 

52.8 

 

 

68.6 

 

 

74.8 

Total income tax expense

 

 

 

108.6 

 

 

95.7 

 

 

83.4 

Income from continuing operations

 

 

 

330.8 

 

 

282.3 

 

 

245.7 

Net gain (loss) from discontinued operations (net of income tax (benefit)

 

 

 

 

 

 

 

 

 

 

expense of $(0.5) ,   $(0.1) and $4.1 in 2015, 2014 and 2013)

 

 

 

0.7 

 

 

(0.3)

 

 

5.3 

Net income

 

 

$

331.5 

 

$

282.0 

 

$

251.0 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

$

7.53 

 

$

6.41 

 

$

5.58 

Net gain (loss) from discontinued operations

 

 

 

0.02 

 

 

 -

 

 

0.12 

Net income per share

 

 

$

7.55 

 

$

6.41 

 

$

5.70 

Weighted average shares outstanding

 

 

 

43.9 

 

 

44.0 

 

 

44.1 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

$

7.39 

 

$

6.29 

 

$

5.47 

Net gain (loss) from discontinued operations

 

 

 

0.01 

 

 

(0.01)

 

 

0.12 

Net income per share

 

 

$

7.40 

 

$

6.28 

 

$

5.59 

Weighted average shares outstanding

 

 

 

44.8 

 

 

44.9 

 

 

44.9 

The accompanying notes are an integral part of these consolidated financial statements.

 

84

 


 

 

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Net income

 

$

331.5 

 

$

282.0 

 

$

251.0 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

Available-for-sale securities and derivative instruments:

 

 

 

 

 

 

 

 

 

Net (depreciation) appreciation during the period

 

 

(138.0)

 

 

40.0 

 

 

(167.3)

Change in other-than-temporary impairment losses recognized in other

 

 

 

 

 

 

 

 

 

comprehensive income

 

 

(13.0)

 

 

1.6 

 

 

0.6 

Total available-for-sale securities and derivative instruments

 

 

(151.0)

 

 

41.6 

 

 

(166.7)

Pension and postretirement benefits:

 

 

 

 

 

 

 

 

 

Net actuarial (losses) gains and prior service costs arising in the period

 

 

(2.8)

 

 

(22.6)

 

 

10.8 

Amortization recognized as net periodic benefit and postretirement cost

 

 

8.5 

 

 

14.4 

 

 

9.7 

Total pension and postretirement benefits

 

 

5.7 

 

 

(8.2)

 

 

20.5 

Cumulative foreign currency translation adjustment:

 

 

 

 

 

 

 

 

 

Amount recognized as cumulative foreign currency translation during the

 

 

 

 

 

 

 

 

 

period

 

 

(7.2)

 

 

(4.6)

 

 

(2.0)

Total other comprehensive (loss) income, net of tax

 

 

(152.5)

 

 

28.8 

 

 

(148.2)

Comprehensive income

 

$

179.0 

 

$

310.8 

 

$

102.8 

The accompanying notes are an integral part of these consolidated financial statements.

 

85

 


 

 

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

 

2015

 

 

2014

(in millions, except share data)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

Fixed maturities, at fair value (amortized cost of $6,934.0 and $7,145.7 )

 

 

$

6,983.4 

 

$

7,378.1 

Equity securities, at fair value (cost of $528.5 and $506.6 )

 

 

 

576.6 

 

 

580.8 

Other investments

 

 

 

393.4 

 

 

291.4 

Total investments

 

 

 

7,953.4 

 

 

8,250.3 

Cash and cash equivalents

 

 

 

338.8 

 

 

373.3 

Accrued investment income

 

 

 

62.9 

 

 

66.9 

Premiums and accounts receivable, net

 

 

 

1,391.7 

 

 

1,360.9 

Reinsurance recoverable on paid and unpaid losses and unearned premiums

 

 

 

2,635.0 

 

 

2,268.2 

Deferred acquisition costs

 

 

 

508.8 

 

 

525.7 

Deferred income taxes

 

 

 

137.9 

 

 

131.2 

Goodwill

 

 

 

186.0 

 

 

184.6 

Other assets

 

 

 

493.4 

 

 

486.6 

Assets of discontinued operations

 

 

 

83.0 

 

 

112.0 

Total assets

 

 

$

13,790.9 

 

$

13,759.7 

Liabilities

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

 

$

6,574.4 

 

$

6,391.7 

Unearned premiums

 

 

 

2,540.8 

 

 

2,583.9 

Expenses and taxes payable

 

 

 

724.9 

 

 

695.4 

Reinsurance premiums payable

 

 

 

205.2 

 

 

226.8 

Debt

 

 

 

812.8 

 

 

903.5 

Liabilities of discontinued operations

 

 

 

88.4 

 

 

114.4 

Total liabilities

 

 

 

10,946.5 

 

 

10,915.7 

Commitments and contingencies

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

Preferred stock, par value $0.01 per share; 20.0 million shares authorized; none issued

 

 

 

 -

 

 

 -

Common stock, par value $0.01 per share; 300.0 million shares authorized; 60.5 million shares

 

 

 

 

 

 

 

issued

 

 

 

0.6 

 

 

0.6 

Additional paid-in capital

 

 

 

1,833.5 

 

 

1,830.7 

Accumulated other comprehensive income

 

 

 

53.9 

 

 

206.4 

Retained earnings

 

 

 

1,803.5 

 

 

1,558.7 

Treasury stock at cost ( 17.5 and 16.6 million shares)

 

 

 

(847.1)

 

 

(752.4)

Total shareholders’ equity

 

 

 

2,844.4 

 

 

2,844.0 

Total liabilities and shareholders’ equity

 

 

$

13,790.9 

 

$

13,759.7 

The accompanying notes are an integral part of these consolidated financial statements.

 

86

 


 

 

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

Balance at beginning and end of year

 

$

 -

 

$

 -

 

$

 -

Common Stock

 

 

 

 

 

 

 

 

 

Balance at beginning and end of year

 

 

0.6 

 

 

0.6 

 

 

0.6 

Additional Paid-in Capital

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

1,830.7 

 

 

1,830.1 

 

 

1,787.1 

Employee and director stock-based awards and other

 

 

2.8 

 

 

0.6 

 

 

43.0 

Balance at end of year

 

 

1,833.5 

 

 

1,830.7 

 

 

1,830.1 

Accumulated Other Comprehensive Income (Loss), net of tax

 

 

 

 

 

 

 

 

 

Net Unrealized Appreciation (Depreciation) on Investments and Derivative

 

 

 

 

 

 

 

 

 

Instruments:

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

300.9 

 

 

259.3 

 

 

426.0 

Net (depreciation) appreciation on available-for-sale securities and derivative

 

 

 

 

 

 

 

 

 

instruments

 

 

(151.0)

 

 

41.6 

 

 

(166.7)

Balance at end of year

 

 

149.9 

 

 

300.9 

 

 

259.3 

Defined Benefit Pension and Postretirement Plans:

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

(84.3)

 

 

(76.1)

 

 

(96.6)

Net amount arising in the period

 

 

(2.8)

 

 

(22.6)

 

 

10.8 

Net amount recognized as net periodic benefit cost

 

 

8.5 

 

 

14.4 

 

 

9.7 

Balance at end of year

 

 

(78.6)

 

 

(84.3)

 

 

(76.1)

Cumulative Foreign Currency Translation Adjustment:

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

(10.2)

 

 

(5.6)

 

 

(3.6)

Amount recognized as cumulative foreign currency translation during the year

 

 

(7.2)

 

 

(4.6)

 

 

(2.0)

Balance at end of year

 

 

(17.4)

 

 

(10.2)

 

 

(5.6)

Total accumulated other comprehensive income

 

 

53.9 

 

 

206.4 

 

 

177.6 

Retained Earnings

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

1,558.7 

 

 

1,349.1 

 

 

1,211.6 

Net income

 

 

331.5 

 

 

282.0 

 

 

251.0 

Dividends to shareholders

 

 

(74.2)

 

 

(67.0)

 

 

(60.0)

Stock-based compensation

 

 

(12.5)

 

 

(5.4)

 

 

(53.5)

Balance at end of year

 

 

1,803.5 

 

 

1,558.7 

 

 

1,349.1 

Treasury Stock

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

(752.4)

 

 

(762.9)

 

 

(729.7)

Shares purchased at cost

 

 

(127.3)

 

 

(20.4)

 

 

(78.2)

Net shares reissued at cost under employee stock-based compensation plans

 

 

32.6 

 

 

30.9 

 

 

45.0 

Balance at end of year

 

 

(847.1)

 

 

(752.4)

 

 

(762.9)

Total shareholders’ equity

 

$

2,844.4 

 

$

2,844.0 

 

$

2,594.5 

The accompanying notes are an integral part of these consolidated financial statements.

 

87

 


 

 

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

 

 

Net income

 

$

331.5 

 

$

282.0 

 

$

251.0 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Gain on disposal of U.K. motor business

 

 

(38.4)

 

 

 -

 

 

 -

Net loss on repurchase of debt

 

 

24.1 

 

 

0.1 

 

 

19.9 

Net realized investment gains

 

 

(19.1)

 

 

(50.2)

 

 

(33.5)

Net amortization and depreciation

 

 

30.2 

 

 

33.5 

 

 

35.0 

Stock-based compensation expense

 

 

12.3 

 

 

15.1 

 

 

12.4 

Amortization of defined benefit plan costs

 

 

12.7 

 

 

22.1 

 

 

14.9 

Deferred income tax expense

 

 

53.1 

 

 

68.6 

 

 

74.9 

Change in deferred acquisition costs

 

 

6.9 

 

 

(19.6)

 

 

(16.3)

Change in premiums receivable, net of reinsurance premiums payable

 

 

(52.5)

 

 

(184.1)

 

 

(107.4)

Change in loss, loss adjustment expense and unearned premium reserves

 

 

121.0 

 

 

256.3 

 

 

65.9 

Change in reinsurance recoverable

 

 

(27.0)

 

 

115.9 

 

 

148.8 

Change in expenses and taxes payable

 

 

(1.0)

 

 

12.5 

 

 

(62.9)

Other, net

 

 

(15.4)

 

 

12.5 

 

 

(18.8)

Net cash provided by operating activities

 

 

438.4 

 

 

564.7 

 

 

383.9 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

 

 

Proceeds from disposals and maturities of fixed maturities

 

 

1,696.4 

 

 

1,323.1 

 

 

1,394.3 

Proceeds from disposals of equity securities and other investments

 

 

329.4 

 

 

175.2 

 

 

217.8 

Purchase of fixed maturities

 

 

(1,792.2)

 

 

(1,710.1)

 

 

(1,698.8)

Purchase of equity securities and other investments

 

 

(428.8)

 

 

(379.7)

 

 

(249.1)

Cash received from disposal of U.K. motor business, net of cash transferred

 

 

44.3 

 

 

 -

 

 

 -

Capital expenditures

 

 

(19.5)

 

 

(11.2)

 

 

(22.9)

Other investing activities

 

 

(1.1)

 

 

2.0 

 

 

 -

Net cash used in investing activities

 

 

(171.5)

 

 

(600.7)

 

 

(358.7)

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

Proceeds from exercise of employee stock options

 

 

16.6 

 

 

12.6 

 

 

25.0 

Proceeds from debt borrowings, net

 

 

 -

 

 

 -

 

 

168.6 

Change in cash collateral related to securities lending program

 

 

15.7 

 

 

7.4 

 

 

(15.9)

Dividends paid to shareholders

 

 

(74.2)

 

 

(67.0)

 

 

(60.0)

Repayment of debt

 

 

(114.3)

 

 

(0.7)

 

 

(139.9)

Repurchases of common stock

 

 

(127.3)

 

 

(20.4)

 

 

(78.2)

Other financing activities

 

 

(11.2)

 

 

(3.6)

 

 

(5.1)

Net cash used in financing activities

 

 

(294.7)

 

 

(71.7)

 

 

(105.5)

Effect of exchange rate changes on cash

 

 

(6.7)

 

 

(5.2)

 

 

1.6 

Net change in cash and cash equivalents

 

 

(34.5)

 

 

(112.9)

 

 

(78.7)

Net change in cash related to discontinued operations

 

 

 -

 

 

 -

 

 

0.1 

Cash and cash equivalents, beginning of year

 

 

373.3 

 

 

486.2 

 

 

564.8 

Cash and cash equivalents, end of year

 

$

338.8 

 

$

373.3 

 

$

486.2 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

Interest payments

 

$

60.8 

 

$

64.1 

 

$

66.1 

Income tax net payments

 

$

56.9 

 

$

8.4 

 

$

9.5 

The accompanying notes are an integral part of these consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation and Principles of Consolidation

The consolidated financial statements of The Hanover Insurance Group, Inc. (“THG” or the “Company”), include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), THG’s principal U.S. domiciled property and casualty companies; Chaucer Holdings Limited (“Chaucer”), a specialist insurance underwriting group which operates through the Society and Corporation of Lloyd’s (“Lloyd’s”); and certain other insurance and non-insurance subsidiaries. These legal entities conduct their operations through several business segments discussed in Note 1 4 – “Segment Information”. The consolidated financial statements also include the Company’s discontinued operations, consisting primarily of the Company’s former life insurance businesses, and its accident and health business. All intercompany accounts and transactions have been eliminated. During 2013, the Company increased additional paid-in capital and decreased retained earnings by $34 million to correct the classification of amounts relating to stock-based compensation in prior periods. This reclassification within shareholders’ equity had no impact on net income, assets, liabilities or total shareholders’ equity of the Company.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of the Company’s management these financial statements reflect all adjustments, consisting of normal recurring items necessary for a fair presentation of the financial position and results of operations.

B. Valuation of Investments

Fixed maturities and equity securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income, a separate component of shareholders’ equity. The amortized cost of fixed maturities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in net investment income.

Participations in commercial mortgage loan originations (“mortgage participations”) and other mortgage loans, included in other investments in the Consolidated Balance Sheets, are stated at unpaid principal balances, net of reserves. Interest income is accrued on the unpaid principal balances at the loans’ contractual interest rates. Reserves on mortgage participations and other mortgage loans are established and are collectively evaluated based on losses expected by the Company for loans that may not be collectible in full. In establishing reserves, the Company considers, among other things, the estimated fair value of the underlying collateral.

Fixed maturities, mortgage participations and other loans that are delinquent are placed on non-accrual status, and thereafter interest income is recognized only when cash payments are received.

Realized investment gains and losses are reported as a component of revenues based upon specific identification of the investment assets sold. When an other-than-temporary decline in value of a specific investment is deemed to have occurred, and a charge to earnings is required, the Company recognizes a realized investment loss.

The Company reviews investments in an unrealized loss position to identify other-than-temporary declines in value. When it is determined that a decline in value of an equity security is other-than-temporary, the Company reduces the cost basis of the security to fair value with a corresponding charge to earnings. When an other-than-temporary decline in value of a debt security is deemed to have occurred, the Company must assess whether it intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the debt security meets either of these two criteria, an other-than-temporary impairment (“OTTI”) is recognized in earnings equal to the entire difference between the security’s amortized cost basis and its fair value at the impairment measurement date. If the Company does not intend to sell the debt security and it is not more likely than not the Company will be required to sell the security before recovery of its amortized cost basis, the credit loss portion of an OTTI is recorded through earnings while the portion attributable to all other factors is recorded separately as a component of other comprehensive income. The amount of the OTTI that relates to credit is estimated by comparing the amortized cost of the fixed maturity security with the net present value of the security’s projected future cash flows, discounted at the effective interest rate implicit in the investment prior to impairment. The non-credit portion of the impairment is equal to the difference between the fair value and the net present value of the security’s cash flows at the impairment measurement date. Once an OTTI has been recognized, the new amortized cost basis of the security is equal to the previous amortized cost less the amount of OTTI recognized in earnings. For equity method investments, an impairment is recognized when evidence demonstrates that an other-than-temporary loss in value has occurred, including the absence of the ability to recover the carrying amount of the investment or the inability of the investee to sustain a level of earnings that would justify the carrying amount of the investment.  

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C. Financial Instruments

In the normal course of business, the Company may enter into transactions involving various types of financial instruments, including debt, investments such as fixed maturities, equity securities and mortgage loans, investment and loan commitments, swap contracts, option contracts, forward contracts and futures contracts. These instruments involve credit risk and could also be subject to risk of loss due to interest rate and foreign currency fluctuation. The Company evaluates and monitors each financial instrument individually and, when appropriate, obtains collateral or other security to minimize losses.

D. Other Investments

Other investments consist primarily of mortgage participations ,   overseas deposits and limited partnerships. Mortgage participations represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. Due to certain reacquisition rights retained by the third party in the loan participation, these investments are accounted for as secured borrowings under Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”) .  

Overseas deposits are investments maintained in overseas funds and managed exclusively by Lloyd’s. These funds are required in order to protect policyholders in overseas markets and enable the Company to operate in those markets. Overseas deposits are carried at fair value. Realized and unrealized gains and losses on overseas deposits, including the impact of foreign currency movements, are reflected in the income statement in the period the gain or loss was generated.

E. Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, amounts due from banks and highly liquid debt instruments purchased with an original maturity of three months or less.

F. Deferred Acquisition Costs

Acquisition costs consist of commissions, underwriting costs and other costs, which vary with, and are primarily related to, the successful production of premiums. Acquisition costs are deferred and amortized over the terms of the insurance policies.

Deferred acquisition costs (“DAC”) for each operating segment are reviewed to determine if the costs are recoverable from future income, including investment income. If such costs are determined to be unrecoverable, they are expensed at the time of determination. Although recoverability of DAC is not assured, the Company believes it is more likely than not that all of these costs will be recovered. The amount of DAC considered recoverable, however, could be reduced in the near term if the estimates of total revenues discussed above are reduced or permanently impaired as a result of a disposition of a line of business. The amount of amortization of DAC could be revised in the near term if any of the estimates discussed above are revised.

G. Reinsurance Recoverables

The Company shares certain insurance risks it has underwritten, through the use of reinsurance contracts, with various insurance entities. Reinsurance accounting is followed for ceded transactions when the risk transfer provisions of ASC 944, Financial Services – Insurance (“ASC 944”), have been met. As a result, when the Company experiences loss or claims events that are subject to a reinsurance contract, reinsurance recoverables are recorded. The amount of the reinsurance recoverable can vary based on the terms of the reinsurance contract, the size of the individual loss or claim, or the aggregate amount of all losses or claims in a particular line or book of business or an aggregate amount associated with a particular accident year. The valuation of losses or claims recoverable depends on whether the underlying loss or claim is a reported loss or claim, or an incurred but not reported loss. For reported losses and claims, the Company values reinsurance recoverables at the time the underlying loss or claim is recognized, in accordance with contract terms. For incurred but not reported losses, the Company estimates the amount of reinsurance recoverables based on the terms of the reinsurance contracts and historical reinsurance recovery information and applies that information to the gross loss reserve. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured business and the balance is disclosed separately in the financial statements. However, the ultimate amount of the reinsurance recoverable is not known until all losses and claims are settled. Allowances are established for amounts deemed uncollectible and reinsurance recoverables are recorded net of these allowances. The Company evaluates the financial condition of its reinsurers and monitors concentration risk to minimize its exposure to significant credit losses from individual reinsurers .

H. Property, Equipment and Capitalized Software

Property, equipment, leasehold improvements and capitalized software are recorded at cost, less accumulated depreciation and amortization. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets, which generally range from 3 to 30 years. The estimated useful life for capitalized software is generally 5 to 7 years. Amortization of leasehold improvements is provided using the straight-line method over the lesser of the term of the leases or the estimated useful life of the improvements.

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The Company tests for the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company recognizes impairment losses only to the extent that the carrying amounts of long-lived assets exceed the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. When an impairment loss occurs, the Company reduces the carrying value of the asset to fair value and no longer depreciates the asset. Fair values are estimated using discounted cash flow analysis.

In 2013, the Company consolidated its operations in Howell, Michigan from two buildings into one building. This resulted in a plan to relocate the employees and pursue the sale of one of the buildings. During the fourth quarter of 2014 the building was sold. In 2013, the Company recognized a loss of $4.7 million in conjunction with the plan to dispose of the building. This was included in other operating expenses in the Consolidated Statements of Income during that year.

I. GOODWILL AND INTANGIBLE ASSETS

In accordance with the provisions of ASC 350, Intangibles- Goodwill and Other   (“ASC 350”), the Company carries its goodwill at cost, net of amortization prior to January 1, 2002 and net of impairments. Increases to goodwill are generated through acquisition and represent the excess of the cost of an acquisition over the fair value of net assets acquired, including any intangibles acquired. Since January 1, 2002, goodwill is no longer amortized but rather, is reviewed for impairment. Additionally, acquisitions can also produce intangible assets, which have either a definite or indefinite life. Intangible assets with definite lives are amortized over that life, whereas those intangible assets determined to have an indefinite life are reviewed at least annually for impairment.

The Company tests for the recoverability of goodwill and intangible assets with indefinite lives annually or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company recognizes impairment losses only to the extent that the carrying amounts of reporting units with goodwill exceed the fair value. The amount of the impairment loss that is recognized is determined based upon the excess of the carrying value of goodwill compared to the implied fair value of the goodwill, as determined with respect to all assets and liabilities of the reporting unit. The Company has performed its annual review of goodwill and intangible assets with indefinite lives for impairment in the fourth quarters of 2015 and 2014 with no impairments recognized. At December 31, 2015 and 2014, Chaucer held intangible assets with indefinite lives of $56.2 million and $76.5 million, respectively, which represents approximately 74% and 80% of the Company’s balance , respectively . In addition, at December 31, 2015 and 2014, goodwill held by Chaucer was $7.2 million and $5.8 million, respectively. The remaining balance relates to the U.S. Companies. The c hanges in the value of intangible assets with indefinite lives from December 31, 2014 were primarily the result of the disposition of the U.K. motor business on June 30, 2015.

J. LIABILITIES FOR LOSSES, LAE, AND UNEARNED PREMIUMS

Liabilities for outstanding claims, losses and loss adjustment expenses (“LAE”) are estimates of payments to be made for reported losses and LAE and estimates of losses and LAE incurred but not reported. These liabilities are determined using case basis evaluations and statistical analyses of historical loss patterns and represent estimates of the ultimate cost of all losses incurred but not paid. These estimates are continually reviewed and adjusted as necessary; adjustments are reflected in current operations. Estimated amounts of salvage and subrogation on unpaid losses are deducted from the liability for unpaid claims.

Premiums for direct and assumed business are reported as earned on a pro-rata basis over the contract period. The unexpired portion of these premiums is recorded as unearned premiums.

All losses, LAE and unearned premium liabilities are based on the various estimates discussed above. Although the adequacy of these amounts cannot be assured, the Company believes that it is more likely than not that these liabilities and accruals will be sufficient to meet future obligations of policies in force. The amount of liabilities and accruals, however, could be revised in the near-term if the estimates discussed above are revised.

K. Debt

The Company’s debt at December 31, 2015 includes senior debentures, subordinated debentures, and collateralized borrowings with the Federal Home Loan Bank of Boston (“FHLBB”). The senior debentures are carried at principal amount borrowed, net of any applicable unamortized discounts. The subordinated debentures and borrowings under the FHLBB program are carried at principal amount borrowed (See N ote 6 – “Debt and Credit Arrangements”).

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L. Premium, Premium Receivable, Fee Revenue and Related Expenses

Insurance premiums written are generally recorded at the policy inception and are primarily earned on a pro rata basis over the terms of the policies for all products. Premiums written include estimates, primarily in the Chaucer segment, that are derived from multiple sources, which include the historical experience of the underlying business, similar businesses and available industry information. These estimates are regularly reviewed and updated, and any resulting adjustments are included in the current year’s results. Unearned premium reserves represent the portion of premiums written that relates to the unexpired terms of the underlying in-force insurance policies and reinsurance contracts. Premium receivables reflect the unpaid balance of premium written as of the balance sheet date. Premium receivables are generally short-term in nature and are reported net of an allowance for estimated uncollectible premium accounts. The Company reviews its receivables for collectability at the balance sheet date. The allowance for uncollectible accounts was not material as of December 31, 2015 and 2014. Ceded premiums are charged to income over the applicable term of the various reinsurance contracts with third party reinsurers. Reinsurance reinstatement premiums, when required, are recognized in the same period as the loss event that gave rise to the reinstatement premiums. Losses and related expenses are matched with premiums, resulting in their recognition over the lives of the contracts. This matching is accomplished through estimated and unpaid losses and amortization of deferred acquisition costs.

M. Income Taxes

The Company is subject to the tax laws and regulations of the U.S. and foreign countries in which it operates. The Company files a consolidated U.S. federal income tax return that includes the holding company and its U.S. subsidiaries. Generally, taxes are accrued at the U.S. statutory tax rate of 35% for income from the U.S. operations. The Company’s primary non-U.S. jurisdiction is the United Kingdom (“U.K.”). In July 2012, the U.K. statutory rate decreased from 24% to 23% effective April 1, 2013. In July 2013, the U.K. statutory rate decreased from 23% to 21% effective April 1, 2014 and from 21% to 20% effective April 1, 2015. Further decreases were enacted in November 2015 to reduce the U.K. statutory tax rate from 20% to 19% effective April 1, 2017 and from 19% to 18% effective April 1, 2020. The Company accrues taxes on certain non-U.S. income that is subject to U.S. tax at the U.S. tax rate. Foreign tax credits, where available, are utilized to offset U.S. tax as permitted. Certain non-U.S. income of the Company is not subject to U.S. tax until repatriated. Foreign taxes on this non-U.S. income are accrued at the local foreign rate and do not have an accrual for U.S. deferred taxes since these earnings are intended to be indefinitely reinvested overseas.

The Company’s accounting for income taxes represents its best estimate of various events and transactions.

Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by ASC 740, Income Taxes (“ASC 740”). These temporary differences are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. These differences result primarily from insurance reserves, deferred acquisition costs, tax credit carryforwards, employee benefit plans and deferred Lloyd’s underwriting income.

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the tax law in the applicable tax jurisdiction. Consideration is given to all available positive and negative evidence, including reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Valuation allowances are established if, based on available information, it is determined that it is more likely than not that all or some portion of the deferred tax assets will not be realized. Changes in valuation allowances are generally reflected in income tax expense or as an adjustment to other comprehensive income (loss) depending on the nature of the item for which the valuation allowance is being recorded.

N. Stock-Based Compensation

The Company recognizes the fair value of compensation costs for all share-based payments, including employee stock options, in the financial statements. Unvested awards are generally expensed on a straight line basis, by tranche, over the vesting period of the award. The Company’s stock-based compensation plans are discussed further in Note 1 1 – “Stock-Based Compensation Plans”.

O. Earnings Per Share

Earnings per share (“EPS”) for the years ended December 31, 2015, 2014 and 2013 is based on a weighted average of the number of shares outstanding during each year. Basic and diluted EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the period. The weighted average shares outstanding used to calculate basic EPS differ from the weighted average shares outstanding used in the calculation of diluted EPS due to the effect of dilutive employee stock options, nonvested stock grants and other contingently issuable shares. If the effect of such items is antidilutive, the weighted average shares outstanding used to calculate diluted EPS are equal to those used to calculate basic EPS.

Options to purchase shares of common stock whose exercise prices are greater than the average market price of the common shares are not included in the computation of diluted earnings per share because the effect would be antidilutive.

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P. Foreign Currency

The Company’s reporting currency is the U.S. dollar. The functional currencies of the Company’s foreign operations are the U.K. pound sterling (“GBP”), U.S. dollar, and Canadian dollar. Assets and liabilities of foreign operations are translated into the U.S. dollar using the exchange rates in effect at the balance sheet date. Revenues and expenses of foreign operations are translated using the average exchange rate for the period. Gains or losses from translating the financial statements of foreign operations are recorded in the cumulative translation adjustment, as a separate component of accumulated other comprehensive income. Gains and losses arising from transactions denominated in a foreign currency, other than the Company’s functional currencies, are included in net income (loss), except for the Company’s foreign currency denominated available-for-sale investments. The Company’s foreign currency denominated available-for-sale investments’ change in exchange rates between the local currency and the functional currency at each balance sheet date represents an unrealized appreciation or depreciation in value of these securities, and is included as a component of accumulated other comprehensive income.  

The Company manages its exposure to foreign currency risk primarily by matching assets and liabilities denominated in the same currency. To the extent that assets and liabilities in foreign currencies are not matched, the Company is exposed to foreign currency risk. For functional currencies, the related exchange rate fluctuations are reflected in other comprehensive income (loss). The Company translated Chaucer’s balance sheet at December 31, 2015 and 2014 from GBP to U.S. dollars using a conversion rate of 1.47 and 1.56 , respectively. The Company recognized $12.3 million in foreign currency transaction gains in the Consolidated Stat e ments of Income during the year ended December 31, 2015, and $4.2 million for both of the years ended December 31, 2014 and 2013 .

Q. New Accounting Pronouncements

Recently Implemented Standards

  In April 2014, the Financial Accounting Standards Board (“FASB”)   issued Accounting Standards Codification (“ASC”) Update No. 2014-08, (Topic 205 and Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASC update modifies the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. Also, this update requires additional financial statement disclosures about discontinued operations, as well as disposals of an individually significant component of an entity that do not qualify for discontinued operations presentation. This ASC update was effective for all disposals (or classifications as held for sale) of components of an entity that occurred within annual and interim periods beginning on or after December 15, 2014 and for all businesses that, on acquisition, were classified as held for sale that also occurred within interim and annual periods beginning on or after December 15, 2014. The Company implemented this guidance effective January 1, 2015. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In July 2013, the FASB issued ASC Update No. 2013-11 (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ( a consensus of the FASB Emerging Issues Task Force ) .   This ASC update clarifies the applicable guidance for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward as long as it is available, at the reporting date under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position (with certain exceptions). The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This guidance was applicable for reporting periods beginning after December 15, 2013, with early adoption permitted, and was to be applied prospectively to all unrecognized tax benefits that existed at the effective date. Retrospective application to all prior periods upon the date of adoption was permitted. The Company implemented this guidance effective January 1, 2014. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In March 2013, the FASB issued ASC Update No. 2013-05 (Topic 830) Foreign Currency Matters-Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ( a consensus of the FASB Emerging Issues Task Force ) .   This ASC update clarifies the applicable guidance for the release of the cumulative translation adjustment into net income when a parent either sells all or a portion of its investment in a foreign entity. This guidance is also required to be applied when an entity no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity (with certain exceptions). Additionally, this update clarifies that the sale of an investment in a foreign entity includes events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date in a business combination achieved in stages. This guidance was applicable for reporting periods beginning after December 15, 2013, with early adoption permitted, and was to be applied prospectively to derecognition events occurring after the effective date. The Company implemented this guidance effective January 1, 2014. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

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Recently Issued Standards

In J anuary 2016, the FASB issued ASC Update No. 2016-01, (Subtopic 825-10) Financial Instruments- Overall:   Recognition and Measurement of Financial Assets and Financial Liabilities . This ASC update requires unconsolidated equity investments to be measured at fair value with changes in the fair value recognized in net income, except for those accounted for under the equity method. This update eliminates the cost method for equity investments without readily determinable fair values and replaces with other methods, including the use of Net Asset Value (“NAV”). Additionally, when a public entity is required to measure fair value for disclosure purposes and holds financial instruments measured at amortized cost, the updated guidance requires these instruments to be measured using exit price. It also requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. The updated guidance is effective for annual periods beginning after December 15, 2017. The Company is evaluating the impact of the adoption of ASC update 201 6 - 01 on its financial position and results of operations.

In May 2015, the FASB issued ASC Update No. 2015-09, (Topic 944) Financial Services- Insurance:   Disclosures about Short-Duration Contracts. This ASC update requires several additional disclosures regarding short-duration insurance contracts, including; disaggregated incurred and paid claims development information, quantitative and qualitative information about claim frequency and duration, and the sum of incurred but not reported liabilities plus expected development on reported claims included in the liability for unpaid claims and claim adjustment expenses along with a description of reserving methodologies. This information is required to be presented by accident year, for the number of years for which claims typically remain outstanding, but need not exceed 10 years. A reconciliation of the claims development disclosures to the aggregate carrying amount of the liability for unpaid claims and claim adjustment expenses, including a separate disclosure for reinsurance recoverables is also required for each period presented in the statement of financial position. In addition, this ASC requires insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses, including reasons for the change and the effects on the financial statements.  The updated guidance is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of ASC Update 2015-09 to have a material impact on its financial position or results of operations, as the update is disclosure related.

In April 2015, the FASB issued ASC Update No. 2015-03, (Subtopic 835-30) Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. This ASC update requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of a debt liability, consistent with debt discounts or premiums, and amortization of debt issuance cost shall be reported as interest expense. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASC update. The updated guidance is to be applied on a retrospective basis and early adoption is permitted. The update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company does not expect the adoption of ASC update 2015-03 to have a material impact on its financial position or results of operations.

In May 2014, the FASB issued ASC Update No. 2014-09 , (Topic 606) Revenue from Contracts with Customers . This ASC was issued to clarify the principles for recognizing revenue. Insurance c ontracts and financial instrument transactions are not within the scope of this updated guidance, and; therefore, only an insignificant amount of the Company’s revenue is subject to this updated guidance. In August 2015, the FASB issued ASC Update No. 2015-14, (Topic 606) Revenue from Contracts with Customers , which deferred the effective date of ASC Update No. 2014-09 by one year. Accordingly, the updated guidance is effective for periods b eginning after December 15, 2017 and is not expected to have a material effect on the Company’s financial position or results of operations.

In August 2014, the FASB issued ASC update No. 2014-15 , (Subtopic 205-40)   Presentation of Financial Statements–   Going Concern.   This ASC update provides guidance on determining when and how to disclose going concern uncertainties in the financial statements, and requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. The updated guidance is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of ASC update 2014-15 to have a material impact on its financial position or results of operations.

R. Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

 

 

94

 


 

2. DISPOSITIONS OF BUSINESSES

Disposal of U.K. Motor Business

Effective June 30, 2015, the Company transferred its U.K. motor business to an unaffiliated U.K.-based insurance provider. The transaction was executed through a 100 percent reinsurance arrangement for prior claim liabilities and in-force policies written by this division and the sale of two entities associated with this business. Total consideration from the sale of the Chaucer subsidiaries was $64.9 million and the transaction resulted in a net gain of $40.6 million.

The components of the gain are as follows:

 

 

 

 

 

 

(in millions)

 

 

Total consideration

$

64.9 

Less:

 

 

Carrying value of subsidiaries

 

(7.6)

Intangibles and goodwill disposed (1)

 

(17.7)

Transaction expenses and employee-related and other costs (2)

 

(7.7)

Realized gain on investments transferred as part of reinsurance agreement (3)

 

5.8 

Other items

 

0.7 

Pre-tax gain

 

38.4 

Income tax benefit

 

2.2 

Net gain

$

40.6 

 

(1)

Reflects $17.2 million of indefinite-lived intangible assets associated with the U.K. motor business upon THG’s purchase of Chaucer in July 2011 and $0.5 million of goodwill.

(2)

Transaction costs include legal, actuarial and other professional fees.

(3)

As part of the reinsurance agreement, investments were transferred, resulting in the recognition of net realized investment gains that were previously reflected in accumulated other comprehensive income.

In connection with the reinsurance arrangement, insurance liabilities of approximately $443 million were ceded, including $137.4 million of written premiums, and approximately $419 million of investments, cash, and premiums receivable were transferred.  The $25 million difference between assets and liabilities approximates the DAC balance associated with this business. 

Dis continued Operations

Discontinued operations primarily consist of the Company’s former life insurance businesses, which were sold prior to 2009, and its discontinued accident and health business.

Our former life insurance businesses include indemnity obligations for which we have established reserves.

During 1999, the Company exited its accident and health insurance business, consisting of its Employee Benefit Services business, its Affinity Group Underwriters business and its accident and health assumed reinsurance pool business. Prior to 1999, these businesses comprised substantially all of the former Corporate Risk Management Services segment. Accordingly, the operating results of the discontinued segment have been reported in accordance with Accounting Principles Board Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB Opinion No. 30”). On January 2, 2009, Hanover Insurance directly assumed a portion of the accident and health business; and therefore continues to apply APB Opinion No. 30 to this business. In addition, the remainder of the Discontinued First Allmerica Financial Life Insurance Company (“FAFLIC”) accident and health business was reinsured by Hanover Insurance in connection with the sale of FAFLIC to Commonwealth Annuity, and has been reported in accordance with ASC 205 , Presentation of Financial Statements .  

At December 31, 2015 and 2014, the portion of the discontinued accident and health business that was directly assumed had assets of $54.5 million and $65.2 million, respectively, consisting primarily of invested assets, and liabilities of $46.5 million and $49.7 million, respectively, consisting primarily of policy liabilities. At December 31, 2015 and 2014, the assets and liabilities of this business, as well as those of the reinsured portion of the accident and health business are classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

Discontinued operations for the years ended December 31, 2015 , 2014 and 2013 resulted in gains of $0.7   million, losses of $0.3 million and gains of $5.3 million, respectively, net of tax. The 2013 benefit , associated with the Company’s former life insurance businesses , was primarily due to an insurance settlement related to a class action lawsuit.

95

 


 

3 . INVESTMENTS

A. FIXED MATURITIES AND EQUITY SECURITIES

The amortized cost and fair value of available-for-sale fixed maturities and the cost and fair value of equity securities were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

Amortized

 

 

Gross

 

 

Gross

 

 

 

 

 

OTTI

 

 

 

Cost or

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

Losses

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies 

 

$

447.1 

 

$

5.5 

 

$

3.5 

 

$

449.1 

 

$

 -

Foreign government

 

 

244.7 

 

 

2.6 

 

 

1.5 

 

 

245.8 

 

 

 -

Municipal

 

 

1,074.5 

 

 

50.0 

 

 

4.2 

 

 

1,120.3 

 

 

 -

Corporate

 

 

3,699.9 

 

 

86.8 

 

 

95.7 

 

 

3,691.0 

 

 

27.5 

Residential mortgage-backed

 

 

887.6 

 

 

13.4 

 

 

4.9 

 

 

896.1 

 

 

0.3 

Commercial mortgage-backed

 

 

499.6 

 

 

5.8 

 

 

4.3 

 

 

501.1 

 

 

 -

Asset-backed

 

 

80.6 

 

 

0.2 

 

 

0.8 

 

 

80.0 

 

 

 -

Total fixed maturities

 

$

6,934.0 

 

$

164.3 

 

$

114.9 

 

$

6,983.4 

 

$

27.8 

Equity securities

 

$

528.5 

 

$

55.7 

 

$

7.6 

 

$

576.6 

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

Amortized

 

 

Gross

 

 

Gross

 

 

 

 

 

OTTI

 

 

 

Cost or

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

Unrealized

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

Losses

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies 

 

$

516.3 

 

$

7.6 

 

$

3.5 

 

$

520.4 

 

$

 -

Foreign government

 

 

349.4 

 

 

5.2 

 

 

0.6 

 

 

354.0 

 

 

 -

Municipal

 

 

1,079.6 

 

 

62.4 

 

 

4.0 

 

 

1,138.0 

 

 

 -

Corporate

 

 

3,746.3 

 

 

166.3 

 

 

31.8 

 

 

3,880.8 

 

 

7.4 

Residential mortgage-backed

 

 

770.4 

 

 

21.7 

 

 

3.0 

 

 

789.1 

 

 

0.4 

Commercial mortgage-backed

 

 

516.7 

 

 

12.4 

 

 

1.3 

 

 

527.8 

 

 

 -

Asset-backed

 

 

167.0 

 

 

1.2 

 

 

0.2 

 

 

168.0 

 

 

 -

Total fixed maturities

 

$

7,145.7 

 

$

276.8 

 

$

44.4 

 

$

7,378.1 

 

$

7.8 

Equity securities

 

$

506.6 

 

$

76.8 

 

$

2.6 

 

$

580.8 

 

$

 -

OTTI unrealized losses in the tables above represent OTTI recognized in accumulated other comprehensive income. This amount excludes net unrealized   gains   on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date of $1.1 million and $12.3 million as of December 31, 2015 and 2014, respectively.

The Company participates in a security lending program for the purpose of enhancing income. Securities on loan to various counterparties had a fair value of $36.2 million and $20.9 million at December 31, 2015 and 2014, respectively, and were fully collateralized by cash. The fair value of the loaned securities is monitored on a daily basis, and the collateral is maintained at a level of at least 102% of the fair value of the loaned securities. Securities lending collateral is recorded by the Company in cash and cash equivalents, with an offsetting liability included in expenses and taxes payable.

At December 31, 2015 and 2014, fixed maturities with fair values of $217.4 million and $211.2 million, respectively, and amortized cost of $206.5 million and $196.4 million, respectively, were on deposit with various state and governmental authorities.

In accordance with Lloyd’s operating guidelines, the Company deposits funds at Lloyd’s to support underwriting operations. These funds are available only to fund claim obligations. At December 31, 2015 and 2014, fixed maturities with a fair value of approximately $441 million and $450 million, respectively, and cash of $7 million and $2 million, respectively, were on deposit with Lloyd’s.

The Company enters into various agreements that may require its fixed maturities to be held as collateral by others. At December 31, 2015 and 2014, fixed maturities with a fair value of $188.1 million and $208.2 million, respectively, were held as collateral for collateralized borrowings and other arrangements. Of these amounts, $176.0 million and $195.7 million related to the FHLBB collateralized borrowing program at December 31, 2015 an d 2014, respectively. See Note 6 —“Debt and Credit Arrangements” for additional information related to the Company’s FHLBB program.

96

 


 

The amortized cost and fair value by maturity periods for fixed maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

(in millions)

 

 

Amortized

 

 

 

 

 

 

Cost

 

 

Fair Value

Due in one year or less

 

$

442.7 

 

$

446.2 

Due after one year through five years

 

 

2,478.2 

 

 

2,517.2 

Due after five years through ten years

 

 

2,043.8 

 

 

2,022.1 

Due after ten years

 

 

501.5 

 

 

520.7 

 

 

 

5,466.2 

 

 

5,506.2 

Mortgage-backed and asset-backed securities

 

 

1,467.8 

 

 

1,477.2 

Total fixed maturities

 

$

6,934.0 

 

$

6,983.4 

B. DERIVATIVE INSTRUMENTS

The Company maintains an overall risk management strategy that incorporates the use of derivative instruments, as necessary, to manage significant unplanned fluctuations in earnings that may be caused by foreign currency exchange and interest rate volatility. T he Company did not use derivative instruments in 2015, 2014 or 2013.

C. UNREALIZED GAINS AND LOSSES

Unrealized gains and losses on available-for-sale and other securities are summarized in the following table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

Equity

 

 

 

 

 

 

Fixed

 

 

Securities and

 

 

 

2015

 

 

Maturities

 

 

Other

 

 

Total

Net appreciation, beginning of year

 

$

250.0 

 

$

50.9 

 

$

300.9 

Net depreciation on available-for-sale securities

 

 

(164.9)

 

 

(26.8)

 

 

(191.7)

Change in OTTI losses recognized in other comprehensive income

 

 

(20.0)

 

 

 -

 

 

(20.0)

Provision for deferred income taxes

 

 

51.4 

 

 

9.3 

 

 

60.7 

 

 

 

(133.5)

 

 

(17.5)

 

 

(151.0)

Net appreciation, end of year

 

$

116.5 

 

$

33.4 

 

$

149.9 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

Net appreciation, beginning of year

 

$

212.1 

 

$

47.2 

 

$

259.3 

Net appreciation on available-for-sale securities

 

 

76.3 

 

 

10.2 

 

 

86.5 

Change in OTTI losses recognized in other comprehensive income

 

 

2.4 

 

 

 -

 

 

2.4 

Provision for deferred income taxes

 

 

(40.8)

 

 

(6.5)

 

 

(47.3)

 

 

 

37.9 

 

 

3.7 

 

 

41.6 

Net appreciation, end of year

 

$

250.0 

 

$

50.9 

 

$

300.9 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

Net appreciation, beginning of year

 

$

410.1 

 

$

15.9 

 

$

426.0 

Net (depreciation) appreciation on available-for-sale securities

 

 

(273.6)

 

 

48.1 

 

 

(225.5)

Change in OTTI losses recognized in other comprehensive income

 

 

0.8 

 

 

 -

 

 

0.8 

Benefit (provision) for deferred income taxes

 

 

74.8 

 

 

(16.8)

 

 

58.0 

 

 

 

(198.0)

 

 

31.3 

 

 

(166.7)

Net appreciation, end of year

 

$

212.1 

 

$

47.2 

 

$

259.3 

Equity securities and other balances at December 31, 2015, 2014 and 2013 include after-tax net appreciation on other invested assets of $2.2 million, $2.6 million and $2.9 million, respectively.

97

 


 

D. SECURITIES IN AN UNREALIZED LOSS POSITION

The following tables provide information about the Company’s fixed maturities and equity securities that were in an unrealized loss position at December 31, 2015 and 2014 including the length of time the securities have been in an unrealized loss position:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

 

12 months or less

 

 

Greater than 12 months

 

 

Total

(in millions)

 

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

agencies

 

$

1.5 

 

$

139.0 

 

$

2.0 

 

$

77.2 

 

$

3.5 

 

$

216.2 

Foreign governments

 

 

0.8 

 

 

63.6 

 

 

0.7 

 

 

8.4 

 

 

1.5 

 

 

72.0 

Municipal

 

 

2.3 

 

 

143.0 

 

 

1.9 

 

 

57.4 

 

 

4.2 

 

 

200.4 

Corporate

 

 

30.7 

 

 

1,138.3 

 

 

18.9 

 

 

122.3 

 

 

49.6 

 

 

1,260.6 

Residential mortgage-backed

 

 

3.0 

 

 

334.5 

 

 

1.9 

 

 

47.0 

 

 

4.9 

 

 

381.5 

Commercial mortgage-backed

 

 

4.2 

 

 

293.8 

 

 

0.1 

 

 

9.7 

 

 

4.3 

 

 

303.5 

Asset-backed

 

 

0.8 

 

 

56.6 

 

 

 -

 

 

1.4 

 

 

0.8 

 

 

58.0 

Total investment grade

 

 

43.3 

 

 

2,168.8 

 

 

25.5 

 

 

323.4 

 

 

68.8 

 

 

2,492.2 

Below investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

19.6 

 

 

165.5 

 

 

26.5 

 

 

63.2 

 

 

46.1 

 

 

228.7 

Total fixed maturities

 

 

62.9 

 

 

2,334.3 

 

 

52.0 

 

 

386.6 

 

 

114.9 

 

 

2,720.9 

Equity securities

 

 

7.6 

 

 

166.8 

 

 

 -

 

 

 -

 

 

7.6 

 

 

166.8 

Total

 

$

70.5 

 

$

2,501.1 

 

$

52.0 

 

$

386.6 

 

$

122.5 

 

$

2,887.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

 

 

12 months or less

 

 

Greater than 12 months

 

 

Total

(in millions)

 

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

agencies

 

$

 -

 

$

52.2 

 

$

3.5 

 

$

137.9 

 

$

3.5 

 

$

190.1 

Foreign governments

 

 

0.4 

 

 

20.8 

 

 

0.2 

 

 

24.2 

 

 

0.6 

 

 

45.0 

Municipal

 

 

0.3 

 

 

57.1 

 

 

3.7 

 

 

140.2 

 

 

4.0 

 

 

197.3 

Corporate

 

 

7.8 

 

 

393.3 

 

 

9.3 

 

 

217.4 

 

 

17.1 

 

 

610.7 

Residential mortgage-backed

 

 

0.2 

 

 

36.4 

 

 

2.8 

 

 

98.0 

 

 

3.0 

 

 

134.4 

Commercial mortgage-backed

 

 

0.4 

 

 

90.4 

 

 

0.9 

 

 

60.8 

 

 

1.3 

 

 

151.2 

Asset-backed

 

 

0.1 

 

 

46.6 

 

 

0.1 

 

 

13.2 

 

 

0.2 

 

 

59.8 

Total investment grade

 

 

9.2 

 

 

696.8 

 

 

20.5 

 

 

691.7 

 

 

29.7 

 

 

1,388.5 

Below investment grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

12.2 

 

 

114.9 

 

 

2.5 

 

 

28.3 

 

 

14.7 

 

 

143.2 

Total fixed maturities

 

 

21.4 

 

 

811.7 

 

 

23.0 

 

 

720.0 

 

 

44.4 

 

 

1,531.7 

Equity securities

 

 

2.2 

 

 

130.2 

 

 

0.4 

 

 

3.9 

 

 

2.6 

 

 

134.1 

Total

 

$

23.6 

 

$

941.9 

 

$

23.4 

 

$

723.9 

 

$

47.0 

 

$

1,665.8 

98

 


 

The Company views gross unrealized losses on fixed maturities and equity securities as being temporary since it is its assessment that these securities will recover in the near term, allowing the Company to realize the anticipated long-term economic value. The Company employs a systematic methodology to evaluate declines in fair value below amortized cost for fixed maturity securities or cost for equity securities. In determining OTTI of fixed maturity and equity securities, the Company evaluates several factors and circumstances, including the issuer’s overall financial condition; the issuer’s credit and financial strength ratings; the issuer’s financial performance, including earnings trends, dividend payments and asset quality; any specific events which may influence the operations of the issuer; the general outlook for market conditions in the industry or geographic region in which the issuer operates; and the length of time and the degree to which the fair value of an issuer’s securities remains below the Company’s cost. With respect to fixed maturity investments, the Company considers any factors that might raise doubt about the issuer’s ability to make contractual payments as they come due and whether the Company expects to recover the entire amortized cost basis of the security. With respect to equity securities, the Company considers its ability and intent to hold the investment for a period of time to allow for a recovery in value.

E. OTHER INVESTMENTS

The Company’s mortgage participations and other mortgage loans were $200.9 million and $94.9 million at December 31, 2015 and 2014, respectively. Participating interests in commercial mortgage loans are originated and serviced by a third party.  For these investments, t he Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgages. Mortgage participations and other mortgage loans were comprise d of the following property type s and geographic locations.

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

(in millions)

 

 

 

 

Property Type:

 

 

 

 

 

 

Office

 

$

75.0 

 

$

40.0 

Retail

 

 

58.8 

 

 

19.5 

Apartments

 

 

33.4 

 

 

33.4 

Hotel

 

 

19.2 

 

 

2.2 

Industrial

 

 

15.0 

 

 

 -

Valuation allowance

 

 

(0.5)

 

 

(0.2)

Total

 

$

200.9 

 

$

94.9 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

(in millions)

 

 

 

 

Geographic Region:

 

 

 

 

 

 

Pacific

 

$

50.0 

 

$

20.0 

South Atlantic

 

 

47.0 

 

 

30.0 

West South Central

 

 

35.0 

 

 

25.0 

Mid-Atlantic

 

 

23.6 

 

 

8.7 

East North Central

 

 

10.8 

 

 

11.4 

West North Central

 

 

10.0 

 

 

 -

New England

 

 

10.0 

 

 

 -

Other

 

 

15.0 

 

 

 -

Valuation allowance

 

 

(0.5)

 

 

(0.2)

Total

 

$

200.9 

 

$

94.9 

At December 31, 2015, scheduled maturities of mortgage participations and other mortgage loans were as follows: due in 2017 -   $1.0 million; 2020 - $10.0 million; and thereafter - $189.9 million. There were no scheduled loan maturities in 2016, 2018 or 2019. Actual maturities could differ from contractual maturities because borrowers may have the right to prepay obligations with or without the prepayment penalties and loans may be refinanced. During 2015, the Company did not refinance any loans based on terms that differed from current market rates.

The Company held overseas deposits of $100.9 million and $132.6 million at December 31, 2015 and 2014, respectively, which are investments held in overseas funds and managed exclusively by Lloyd’s.

F. OTHER

The Company had no concentration of investments in a single investee that exceeded 10% of shareholders’ equity except for fixed maturities invested in Federal Home Loan Mortgage Corp. (“FHLMC”) and Federal National Mortgage Association (“FNMA”). At December 31, 2015, the Company held FHLMC and FNMA with fair values of $467.9 million and $298.1 million, respectively. At December 31, 2014, the Company held FHLMC and FNMA with fair values of $394.4 million and $315.8 million, respectively.

At December 31, 2015, there were contractual investment commitments of up to $124.1 million.

99

 


 

4 . INVESTMENT INCOME AND GAINS AND LOSSES

A. NET INVESTMENT INCOME

The components of net investment income were as follows:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

253.8 

 

$

255.8 

 

$

254.8 

Equity securities

 

 

17.5 

 

 

16.5 

 

 

15.6 

Other investments

 

 

18.1 

 

 

9.0 

 

 

8.8 

Gross investment income

 

 

289.4 

 

 

281.3 

 

 

279.2 

Less investment expenses

 

 

(10.3)

 

 

(11.0)

 

 

(10.2)

Net investment income

 

$

279.1 

 

$

270.3 

 

$

269.0 

The carrying values of fixed maturity securities on non-accrual status at December 31, 2015 and 2014 were not material. The effects of non-accruals for the years ended December 31, 2015, 2014 and 2013, compared with amounts of net investment income that would have been recognized in accordance with the original terms of the fixed maturities, were reductions of $0.8 million, $2.1 million and $2.3 million, respectively.

B. NET REALIZED INVESTMENT GAINS AND LOSSES

Net realized gains (losses) on investments were as follows:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Equity securities

 

$

29.4 

 

$

45.8 

 

$

26.7 

Fixed maturities

 

 

(13.9)

 

 

4.5 

 

 

8.6 

Other investments

 

 

4.0 

 

 

(0.2)

 

 

(1.8)

Net realized investment gains

 

$

19.5 

 

$

50.1 

 

$

33.5 

Included in the net realized investment gains (losses) were OTTI of investment securities recognized in earnings totaling $26.8 million, $5.5 million and $6.0 million in 2015, 2014 and 2013, respectively.  

Other-than-temporary-impairments

For 2015, total OTTI was $49.5 million. Of this amount, $26.8 million was recognized in earnings and the remaining $22.7 million was recorde d as unrealized losses in accumulated other comprehensive income (“AOCI”).  The $26.8 million of OTTI recognized in earnings relates to $16.0 million of credit impairments, $4.0 million of fixed maturity securities that the Company intended to sell and $6.8 million of equities.

For 2014, total OTTI was $5.4 million. Of this amount, $5.5 million was recognized in earnings including $0.1 million which was transferred from unrealized losses in AOCI .  The $5.5 million of OTTI recognized in earnings was related to fixed maturity securities th at the Company intended to sell.

For 2013, total OTTI was $7.0 million. Of this amount, $6.0 million was recognized in earnings and $1.0 million was recorded as unrealized losses in AOCI .  

There were no credit impairments in 2014. The methodology and significant inputs used to measure the amount of credit losses on fixed maturities in 2015 and 2013 were as follows:

Corporate bonds - the Company utilized a financial model that derives expected cash flows based on probability-of-default factors by credit rating and asset duration and loss-given-default factors based on security type. These factors are based on historical data provided by an independent third-party rating agency. In addition, other market data relevant to the realizability of contractual cash flows may be considered.

Asset-backed securities, including commercial and residential mortgage-backed securities - the Company utilized cash flow estimates based on bond specific facts and circumstances that include collateral characteristics, expectations of delinquency and default rates, loss severity, prepayment speeds and structural support, including subordination and guarantees.

100

 


 

The following table provides rollforwards of the cumulative amounts related to the Company’s credit loss portion of the OTTI losses on fixed maturity securities for which the non-credit portion of the loss is included in other comprehensive income.

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Credit losses as of the beginning of the year

 

$

4.2 

 

$

7.8 

 

$

8.6 

Credit losses on securities for which an OTTI was not previously recognized

 

 

8.3 

 

 

 -

 

 

1.1 

Additional credit losses on securities for which an OTTI was previously

 

 

 

 

 

 

 

 

 

recognized

 

 

7.7 

 

 

 -

 

 

0.3 

Reductions for securities sold, matured or called

 

 

(1.8)

 

 

(3.2)

 

 

(2.2)

Reductions for securities reclassified as intend to sell

 

 

(0.4)

 

 

(0.4)

 

 

 -

Credit losses as of the end of the year

 

$

18.0 

 

$

4.2 

 

$

7.8 

The proceeds from sales of available-for-sale securities and the gross realized gains and gross realized losses on those sales, were as follows:

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

 

Gross

 

 

Gross

2015

 

 

from Sales

 

 

Gains

 

 

Losses

Fixed maturities

 

$

1,167.6 

 

$

15.0 

 

$

9.3 

Equity securities

 

$

270.0 

 

$

36.9 

 

$

4.2 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

349.5 

 

$

5.8 

 

$

2.6 

Equity securities

 

$

156.1 

 

$

46.2 

 

$

0.8 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

450.4 

 

$

6.0 

 

$

4.0 

Equity securities

 

$

193.5 

 

$

31.2 

 

$

0.4 

Proceeds from sales of fixed maturities in 2015 included proceeds of $379.6 million from the transfer of fixed maturity investments in connection with the disposal of the U.K. motor business and related gross gains of $6.4 million and gross losses of $0.6 million.

 

5. FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, i.e., exit price, in an orderly transaction between market participants. The Company emphasizes the use of observable market data whenever available in determining fair value. Fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts that could be realized upon immediate liquidation. A hierarchy of the three broad levels of fair value are as follows, with the highest priority given to Level 1 as these are the most observable, and the lowest priority given to Level 3:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations.

Level 3 – Unobservable inputs that are supported by little or no market activity.

When more than one level of input is used to determine fair value, the financial instrument is classified as Level 2 or 3 according to the lowest level input that has a significant impact on the fair value measurement.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments and have not changed since last year.

CASH AND CASH EQUIVALENTS

The carrying amount approximates fair value. Cash equivalents primarily consist of money market instruments, which are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are classified as Level 1.

101

 


 

FIXED MATURITIES

Level 1 securities generally include U.S. Treasury issues and other securities that are highly liquid and for which quoted market prices are available. Level 2 securities are valued using pricing for similar securities and pricing models that incorporate observable inputs including, but not limited to yield curves and issuer spreads. Level 3 securities include issues for which little observable data can be obtained, primarily due to the illiquid nature of the securities, and for which significant inputs used to determine fair value are based on the Company’s own assumptions. Non-binding broker quotes are also included in Level 3.

The Company utilizes a third party pricing service for the valuation of the majority of its fixed maturity securities and receives one quote per security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. Since fixed maturities other than U.S. Treasury securities generally do not trade on a daily basis, the pricing service prepares estimates of fair value for those securities using pricing applications based on a market approach. Inputs into the fair value pricing common to all asset classes include: benchmark U.S. Treasury security yield curves; reported trades of identical or similar fixed maturity securities; broker/dealer quotes of identical or similar fixed maturity securities and structural characteristics such as maturity date, coupon, mandatory principal payment dates, frequency of interest and principal payments, and optional redemption features. Inputs into the fair value applications that are unique by asset class include, but are not limited to:

·

U.S. government agencies – determination of direct versus indirect government support and whether any contingencies exist with respect to the timely payment of principal and interest.

·

Foreign government – estimates of appropriate market spread versus underlying related sovereign treasury curve(s) dependent on liquidity and direct or contingent support.

·

Municipals – overall credit quality, including assessments of the level and variability of: sources of payment such as income, sales or property taxes, levies or user fees; credit support such as insurance; state or local economic and political base; natural resource availability; and susceptibility to natural or man-made catastrophic events such as hurricanes, earthquakes or acts of terrorism.

·

Corporate fixed maturities – overall credit quality, including assessments of the level and variability of: economic sensitivity; liquidity; corporate financial policies; management quality; regulatory environment; competitive position; ownership; restrictive covenants; and security or collateral.

·

Residential mortgage-backed securities – estimates of prepayment speeds based upon: historical prepayment rate trends; underlying collateral interest rates; geographic concentration; vintage year; borrower credit quality characteristics; interest rate and yield curve forecasts; government or monetary authority support programs; tax policies; delinquency/default trends; and, in the case of non-agency collateralized mortgage obligations, severity of loss upon default and length of time to recover proceeds following default.

·

Commercial mortgage-backed securities – overall credit quality, including assessments of the value and supply/demand characteristics of: collateral type such as office, retail, residential, lodging, or other; geographic concentration by region, state, metropolitan statistical area and locale; vintage year; historical collateral performance including defeasance, delinquency, default and special servicer trends; and capital structure support features.

·

Asset-backed securities – overall credit quality, including assessments of the underlying collateral type such as credit card receivables, auto loan receivables and equipment lease receivables; geographic diversification; vintage year; historical collateral performance including delinquency, default and casualty trends; economic conditions influencing use rates and resale values; and contract structural support features.

Generally, all prices provided by the pricing service, except actively traded securities with quoted market prices, are reported as Level 2.

The Company holds privately placed fixed maturity securities and certain other fixed maturity securities that do not have an active market and for which the pricing service cannot provide fair values. The Company determines fair values for these securities using either matrix pricing utilizing the market approach or broker quotes. The Company will use observable market data as inputs into the fair value applications, as discussed in the determination of Level 2 fair values, to the extent it is available, but is also required to use a certain amount of unobservable judgment due to the illiquid nature of the securities involved. Unobservable judgment reflected in the Company’s matrix model accounts for estimates of additional spread required by market participants for factors such as issue size, structural complexity, high bond coupon or other unique features. These matrix-priced securities are reported as Level 2 or Level 3, depending on the significance of the impact of unobservable judgment on the security’s value. Additionally, the Company may obtain non-binding broker quotes which are reported as Level 3.

102

 


 

EQUITY SECURITIES

Level 1 consists of publicly traded securities, including exchange traded funds, valued at quoted market prices. Level 2 includes securities that are valued using pricing for similar securities and pricing models that incorporate observable inputs. Level 3 consists of common or preferred stock of private companies for which observable inputs are not available.

The Company utilizes a third party pricing service for the valuation of the majority of its equity securities and receives one quote for each equity security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. The Company holds certain equity securities that have been issued by privately-held entities that do not have an active market and for which the pricing service cannot provide fair values. Generally, the Company estimates fair value for these securities based on the issuer’s book value and market multiples. These securities are reported as Level 2 or Level 3 depending on the significance of the impact of unobservable judgment on the security’s value. Additionally, the Company may obtain non-binding broker quotes which are reported as Level 3.

OTHER INVESTMENTS

Other investments include mortgage participations and other mortgage loans, overseas trust funds required in connection with our Lloyd’s business and cost basis limited partnerships. Fair values of mortgage participations and other mortgage loans are estimated by discounting the contractual cash flows using the rates at which similar loans would be made to borrowers with comparable credit ratings and are reported as Level 3. Fair values of overseas trust funds are provided by the investment manager based on quoted prices for similar instruments in active markets and are reported as Level 2. The fair values of cost basis limited partnerships are based on the NAV provided by the general partner and recent financial information and are reported as Level 3.

DEBT

The fair value of debt is estimated based on quoted market prices for identical or similar issuances. If a quoted market price is not available, fair values are estimated using discounted cash flows that are based on current interest rates and yield curves for debt issuances with maturities and credit risks consistent with the debt being valued. Debt is reported as Level 2.

The estimated fair value of the financial instruments were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Value

 

 

Value

 

 

Value

 

 

Value

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

338.8 

 

$

338.8 

 

$

373.3 

 

$

373.3 

Fixed maturities

 

 

6,983.4 

 

 

6,983.4 

 

 

7,378.1 

 

 

7,378.1 

Equity securities

 

 

576.6 

 

 

576.6 

 

 

580.8 

 

 

580.8 

Other investments

 

 

365.4 

 

 

367.9 

 

 

267.4 

 

 

272.2 

Total financial assets

 

$

8,264.2 

 

$

8,266.7 

 

$

8,599.6 

 

$

8,604.4 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

812.8 

 

$

927.8 

 

$

903.5 

 

$

1,021.7 

The Company has processes designed to ensure that the values received from its third party pricing service are accurately recorded, that the data inputs and valuation techniques utilized are appropriate and consistently applied and that the assumptions are reasonable and consistent with the objective of determining fair value. The Company performs a review of the fair value hierarchy classifications and of prices received from its pricing service on a quarterly basis. The Company reviews the pricing services’ policies describing its methodology, processes, practices and inputs, including various financial models used to value securities. Also, the Company reviews the portfolio pricing, including securities with changes in prices that exceed a defined threshold are verified to independent sources, if available. If upon review, the Company is not satisfied with the validity of a given price, a pricing challenge would be submitted to the pricing service along with supporting documentation for its review. The Company does not adjust quotes or prices obtained from the pricing service unless the pricing service agrees with the Company’s challenge. During 2015 and 2014, the Company did not adjust any prices received from brokers or its pricing service.

Changes in the observability of valuation inputs may result in a reclassification of certain financial assets or liabilities within the fair value hierarchy. Reclassifications between levels of the fair value hierarchy are reported as of the beginning of the period in which the reclassification occurs. As previously discussed, the Company utilizes a third party pricing service for the valuation of the majority of its fixed maturities and equity securities. The pricing service has indicated that it will only produce an estimate of fair value if there is objectively verifiable information to produce a valuation. If the pricing service discontinues pricing an investment, the Company will use observable market data to the extent it is available, but may also be required to make assumptions for market based inputs that are unavailable due to market conditions.

103

 


 

The following tables provide, for each hierarchy level, the Company’s assets that were measured at fair value on a recurring basis.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies

 

$

449.1 

 

$

193.6 

 

$

255.5 

 

$

 -

Foreign government

 

 

245.8 

 

 

52.5 

 

 

193.3 

 

 

 -

Municipal

 

 

1,120.3 

 

 

 -

 

 

1,085.9 

 

 

34.4 

Corporate

 

 

3,691.0 

 

 

 -

 

 

3,687.3 

 

 

3.7 

Residential mortgage-backed, U.S. agency backed

 

 

824.5 

 

 

 -

 

 

824.5 

 

 

 -

Residential mortgage-backed, non-agency

 

 

71.6 

 

 

 -

 

 

71.6 

 

 

 -

Commercial mortgage-backed

 

 

501.1 

 

 

 -

 

 

484.1 

 

 

17.0 

Asset backed

 

 

80.0 

 

 

 -

 

 

79.5 

 

 

0.5 

Total fixed maturities

 

 

6,983.4 

 

 

246.1 

 

 

6,681.7 

 

 

55.6 

Equity securities

 

 

567.7 

 

 

566.4 

 

 

 -

 

 

1.3 

Other investments

 

 

104.5 

 

 

 -

 

 

100.9 

 

 

3.6 

Total investment assets at fair value

 

$

7,655.6 

 

$

812.5 

 

$

6,782.6 

 

$

60.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies

 

$

520.4 

 

$

233.5 

 

$

286.9 

 

$

 -

Foreign government

 

 

354.0 

 

 

43.3 

 

 

310.7 

 

 

 -

Municipal

 

 

1,138.0 

 

 

 -

 

 

1,112.3 

 

 

25.7 

Corporate

 

 

3,880.8 

 

 

 -

 

 

3,871.2 

 

 

9.6 

Residential mortgage-backed, U.S. agency backed

 

 

689.2 

 

 

 -

 

 

689.2 

 

 

 -

Residential mortgage-backed, non-agency

 

 

99.9 

 

 

 -

 

 

99.9 

 

 

 -

Commercial mortgage-backed

 

 

527.8 

 

 

 -

 

 

506.4 

 

 

21.4 

Asset backed

 

 

168.0 

 

 

 -

 

 

168.0 

 

 

 -

Total fixed maturities

 

 

7,378.1 

 

 

276.8 

 

 

7,044.6 

 

 

56.7 

Equity securities

 

 

571.5 

 

 

570.3 

 

 

 -

 

 

1.2 

Other investments

 

 

136.4 

 

 

 -

 

 

132.6 

 

 

3.8 

Total investment assets at fair value

 

$

8,086.0 

 

$

847.1 

 

$

7,177.2 

 

$

61.7 

 

The following tables provide, for each hierarchy level, the Company’s estimated fair values of financial instruments that were not carried at fair value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

338.8 

 

$

338.8 

 

$

 -

 

$

 -

Equity securities

 

 

8.9 

 

 

 -

 

 

8.9 

 

 

 -

Other investments

 

 

263.4 

 

 

 -

 

 

 -

 

 

263.4 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

927.8 

 

$

 -

 

$

927.8 

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

373.3 

 

$

373.3 

 

$

 -

 

$

 -

Equity securities

 

 

9.3 

 

 

 -

 

 

9.3 

 

 

 -

Other investments

 

 

135.8 

 

 

 -

 

 

 -

 

 

135.8 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

1,021.7 

 

$

 -

 

$

1,021.7 

 

$

 -

 

104

 


 

The following tables provide a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED
DECEMBER 31, 2015

 

Fixed Maturities

 

 

 

 

 

 

(in millions)

 

 

Municipal

 

 

Corporate

 

 

Residential mortgage-backed, non-agency

 

 

Commercial mortgage-backed

 

 

Asset-backed

 

 

Total

 

 

Equity and Other

 

 

Total Assets

Balance at beginning of year

 

$

25.7 

 

$

9.6 

 

$

 -

 

$

21.4 

 

$

 -

 

$

56.7 

 

$

5.0 

 

$

61.7 

Transfers into Level 3

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1.3 

 

 

1.3 

 

 

 -

 

 

1.3 

Transfers out of Level 3

 

 

 -

 

 

(4.6)

 

 

 -

 

 

 -

 

 

 -

 

 

(4.6)

 

 

 -

 

 

(4.6)

Total losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

comprehensive income - net depreciation on available-for-sale securities

 

 

(0.5)

 

 

(0.8)

 

 

 -

 

 

(1.0)

 

 

(0.1)

 

 

(2.4)

 

 

(0.1)

 

 

(2.5)

Purchases and sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

11.2 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

11.2 

 

 

 -

 

 

11.2 

Sales

 

 

(2.0)

 

 

(0.5)

 

 

 -

 

 

(3.4)

 

 

(0.7)

 

 

(6.6)

 

 

 -

 

 

(6.6)

Balance at end of year

 

$

34.4 

 

$

3.7 

 

$

 -

 

$

17.0 

 

$

0.5 

 

$

55.6 

 

$

4.9 

 

$

60.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED
DECEMBER 31, 2014

 

Fixed Maturities

 

 

 

 

 

 

(in millions)

 

 

Municipal

 

 

Corporate

 

 

Residential mortgage-backed, non-agency

 

 

Commercial mortgage-backed

 

 

Asset-backed

 

 

Total

 

 

Equity and Other

 

 

Total Assets

Balance at beginning of year

 

$

25.6 

 

$

13.0 

 

$

0.5 

 

$

22.9 

 

$

 -

 

$

62.0 

 

$

42.2 

 

$

104.2 

Transfers into Level 3

 

 

2.2 

 

 

2.2 

 

 

 -

 

 

 -

 

 

 -

 

 

4.4 

 

 

 -

 

 

4.4 

Transfers out of Level 3

 

 

(2.6)

 

 

(5.3)

 

 

 -

 

 

 -

 

 

 -

 

 

(7.9)

 

 

 -

 

 

(7.9)

Total gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

 -

 

 

0.1 

 

 

 -

 

 

 -

 

 

 -

 

 

0.1 

 

 

 -

 

 

0.1 

Included in other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

comprehensive income - net appreciation (depreciation) on available-for-sale securities

 

 

0.8 

 

 

(0.2)

 

 

 -

 

 

0.4 

 

 

 -

 

 

1.0 

 

 

0.2 

 

 

1.2 

Purchases and sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

2.5 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

2.5 

 

 

 -

 

 

2.5 

Sales

 

 

(2.8)

 

 

(0.2)

 

 

(0.5)

 

 

(1.9)

 

 

 -

 

 

(5.4)

 

 

(37.4)

 

 

(42.8)

Balance at end of year

 

$

25.7 

 

$

9.6 

 

$

 -

 

$

21.4 

 

$

 -

 

$

56.7 

 

$

5.0 

 

$

61.7 

There were no realized investment gains due to changes in fair value for Level 3 assets in 2015. Net realized investment gains due to changes in fair value that were recorded in net income for Level 3 assets were $0.1 million for the year ended December 31, 2014.

During the years ended December 31, 2015 and 2014, the Company transferred fixed maturities between Level 2 and Level 3 primarily as a result of assessing the significance of unobservable inputs on the fair value measurement. There were no transfers between Level 1 and Level 2 during 2015 or 2014. There were no Level 3 liabilities held by the Company for years ended December 31, 2015 and 2014.

105

 


 

The following table provides quantitative information about the significant unobservable inputs used by the Company in the fair value measurements of Level 3 assets. Where discounted cash flows were used in the valuation of fixed maturities, the internally-developed discount rate was adjusted by the significant unobservable inputs shown in the table. Valuations for securities based on broker quotes for which there was a lack of transparency as to inputs used to develop the valuations of $0.2 million have been excluded.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

DECEMBER 31, 2014

 

 

Valuation

 

Significant

 

Fair

 

Range

 

Fair

 

Range

(in millions)

 

Technique

 

Unobservable Inputs

 

Value

 

(Wtd Average)

 

Value

 

(Wtd Average)

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal

 

Discounted

 

Discount for:

$

34.4 

 

 

$

25.7 

 

 

 

 

cash flow

 

Small issue size

 

0.6-6.8%  ( 3.2% )

 

0.6-4.5%  ( 2.0% )

 

 

 

 

Credit stress

 

0.9-1.5%  ( 1.2% )

 

 

 

N/A

 

 

 

 

Above-market coupon

 

0.3-1.0%  ( 0.4% )

 

0.3-1.0%  ( 0.4% )

Corporate

 

Discounted

 

Discount for:

 

3.7 

 

 

 

9.4 

 

 

 

 

cash flow

 

Credit stress

 

 

 

10.0%  ( 10.0% )

 

 

 

N/A

 

 

 

 

Small issue size

 

1.0%  ( 1.0% )

 

0.5-1.0%  ( 0.7% )

 

 

 

 

Above-market coupon

 

0.3-0.8%  ( 0.6% )

 

0.3-0.8%  ( 0.6% )

Commercial

 

Discounted

 

Discount for:

 

17.0 

 

 

 

21.4 

 

 

mortgage-backed

 

cash flow

 

Small issue size

 

 

 

0.5-1.0%  ( 0.5% )

 

 

 

0.5%  ( 0.5% )

 

 

 

 

Above-market coupon

 

0.5%  ( 0.5% )

 

0.5-0.8%  ( 0.5% )

 

 

 

 

Lease structure

 

 

 

0.3%  ( 0.3% )

 

 

 

0.3%  ( 0.3% )

 

 

 

 

Credit stress

 

 

 

N/A

 

 

 

0.5%  ( 0.5% )

Asset backed

 

Discounted

 

Discount for:

 

0.5 

 

 

 

 -

 

 

 

 

cash flow

 

Small issue size

 

 

 

0.7%  ( 0.7% )

 

 

 

N/A

Equity securities

 

Market

 

Net tangible asset

 

1.1 

 

 

 

1.1 

 

 

 

 

comparables

 

market multiples

 

 

 

1.0X  ( 1.0X )

 

 

 

1.0X  ( 1.0X )

Other

 

Discounted

 

Discount rate

 

3.6 

18.0%  ( 18.0% )

 

3.8 

18.0%  ( 18.0% )

 

 

cash flow

 

 

 

 

 

 

 

 

 

 

 

Significant increases (decreases) in any of the above inputs in isolation would result in a significantly lower (higher) fair value measurement. There were no interrelationships between these inputs which might magnify or mitigate the effect of changes in unobservable inputs on the fair value measurement.

 

 

 

 

106

 


 

6 . DEBT AND CREDIT ARRANGEMENTS

Debt consists of the following:

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Senior debentures maturing June 15, 2021

 

$

300.0 

 

$

300.0 

Senior debentures maturing March 1, 2020

 

 

80.0 

 

 

164.6 

Senior debentures maturing October 15, 2025

 

 

74.6 

 

 

81.1 

Subordinated debentures maturing March 30, 2053

 

 

175.0 

 

 

175.0 

Subordinated debentures maturing February 3, 2027

 

 

59.7 

 

 

59.7 

FHLBB borrowings (secured)

 

 

125.0 

 

 

125.0 

Total principal debt

 

$

814.3 

 

$

905.4 

Unamortized debt discount

 

 

(1.5)

 

 

(1.9)

Total

 

$

812.8 

 

$

903.5 

On June 17, 2011 , the Company issued $300.0 million aggregate principal amount of 6.375% senior unsecured debentures due June 15, 2021 . Additionally, on February 23, 2010 , the Company issued $200.0 million aggregate principal amount of 7.50% senior unsecured debentures. At December 31, 2015 and 2014, the remaining 7.50% senior debentures have a par value of $80.0 million and $164.6 million, respectively, and mature on March 1, 2020 . The Company also issued 7.625% senior unsecured debentures with a par value of $200.0 million on October 16, 1995 . As of December 31, 2015 and 2014, the remaining 7.625% senior debentures have a par value of $74.6 million and $81.1 million, respectively, and mature on October 15, 2025 . All of the Company’s senior debentures are subject to certain restrictive covenants, including limitations on the issuance or disposition of stock of restricted subsidiaries and limitations on liens. These debentures pay interest semi-annually.

On March 20, 2013 , the Company issued $175.0 million aggregate principal amount of 6.35% subordinated unsecured debentures due March 30, 2053 . These debentures pay interest quarterly. The Company may redeem these debentures in whole at any time, or in part from time to time, on or after March 30, 2018 , at a redemption price equal to their principal amount pl us accrued and unpaid interest. In addition, the Company’s subordinated debentures maturing February 3, 2027 have a par value of $59.7 million as of December 31, 2015 and 2014 and pay cumulative dividends semi-annually at 8.207% .  

In 2015, the Company repurchased senior debentures maturing March 1, 2020 , with a carrying value of $83.7 million at a cost of $106.0 million, resulting in a loss of $22.3 million, and senior debentures maturing October 15, 2025 , with a carrying value of $6.5 million at a cost of $8.3 million, resulting in a loss of $1.8 million. These losses are included in other operating expenses.

In 2013, the Company repurchased senior debentures maturing October 15, 2025 , with a carrying value of $39.2 million at a cost of $50.5 million, resulting in a loss of $11.3 million. Also in 2013, the Company repurchased senior debentures maturing March 1, 2020 , with a carrying value of $34.6 million at a cost of $43.2 million, resulting in a loss of $8.6 million.

In 2009, Hanover Insurance received a $125.0 million FHLBB advance through its membership in the FHLBB. This collateralized advance bears interest at a fixed rate of 5.50%  per annum over a twenty -year term. In July 2010, Hanover Insurance committed to an additional $46.3 million of FHLBB advances. These advances were drawn in several increments from July 2010 to January 2012 and carried fixed interest rates with a weighted average of 3.88% . In January 2013, Hanover Insurance repaid the $46.3 million of FHLBB advances plus prepayment fees of $7.8 million for a total payment of $54.1 million. These advances would have matured on July 30, 2020 .  

As collateral to FHLBB, Hanover Insurance pledged government agency securities with a fair value of $176.0 million and $195.7 million, for the aggregate borrowings of $125.0 million as of December 31, 2015 and December 31, 2014, respectively. The fair value of the collateral pledged must be maintained at certain specified levels of the borrowed amount, which can vary depending on the type of assets pledged. If the fair value of this collateral declines below these specified levels, Hanover Insurance would be required to pledge additional collateral or repay outstanding borrowings. Hanover Insurance is permitted to voluntarily repay the outstanding borrowings at any time, subject to a repayment fee. As a requirement of membership in the FHLBB, Hanover Insurance maintains a certain level of investment in FHLBB stock. Total holdings of FHLBB stock were   $8.9 million and $9.3 million at December 31, 2015 and 2014 , respectively .  

At December 31, 2015, the Company had a $200.0 million credit agreement which expires in November 2018 . The Company had no borrowings under this agreement. Additionally, the Company had a Standby Letter of Credit Facility not to exceed £170.0 million (or $250.6 million ) . This Letter of Credit Facility provides regulatory capital supporting Chaucer’s underwriting activities for the 2015 , 2016 and 2017 years of account and each prior open year of account. Simultaneous with this agreement, THG entered into a Guaranty Agreement with Lloyds Bank plc, as Facility Agent and Security Agent, pursuant to which, THG unconditionally guarantees the obligations of Chaucer under the Letter of Credit Facility.

107

 


 

Interest expense was $60.1 million, $65.2 million, and $65.3 million in 2015, 2014 and 2013, respectively. At December 31, 2015, the Company was in compliance with the covenants associated with all of its debt indentures and credit arrangements.

7 . INCOME TAXES

Provisions for income taxes have been calculated in accordance with the provisions of ASC 740. A summary of the components of income before incom e taxes and income tax expense in the Consolidated Statements of Income are shown below:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Income before income taxes:

 

 

 

 

 

 

 

 

 

U.S.

 

$

220.9 

 

$

185.6 

 

$

183.5 

Non-U.S.

 

 

218.5 

 

 

192.4 

 

 

145.6 

 

 

$

439.4 

 

$

378.0 

 

$

329.1 

Income tax expense includes the following components:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

U.S.

 

$

32.7 

 

$

4.5 

 

$

8.0 

Non-U.S.

 

 

23.1 

 

 

22.6 

 

 

0.6 

Total current

 

 

55.8 

 

 

27.1 

 

 

8.6 

Deferred:

 

 

 

 

 

 

 

 

 

U.S.

 

 

44.0 

 

 

51.1 

 

 

52.9 

Non-U.S.

 

 

8.8 

 

 

17.5 

 

 

21.9 

Total deferred

 

 

52.8 

 

 

68.6 

 

 

74.8 

Total income tax expense

 

$

108.6 

 

$

95.7 

 

$

83.4 

The income tax expense attributable to the consolidated results of continuing operations is different from the amount determined by multiplying income from continuing operations before income taxes by the U.S. statutory federal income tax rate of 35% . The sources of the difference and the tax effects of each were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

 

(in millions)

 

 

 

 

 

 

 

 

 

 

Expected income tax expense

 

$

153.7 

 

$

132.3 

 

$

115.2 

 

Gain on disposal of U.K. motor business exempt from tax

 

 

(17.3)

 

 

 -

 

 

 -

 

Tax difference related to investment disposals and maturities

 

 

(13.3)

 

 

(16.2)

 

 

(17.5)

 

Effect of foreign operations

 

 

(7.8)

 

 

(8.1)

 

 

(10.8)

 

Foreign tax credits

 

 

(5.6)

 

 

 -

 

 

 -

 

Foreign exchange losses

 

 

 -

 

 

(6.9)

 

 

 -

 

Dividend received deduction

 

 

(3.1)

 

 

(2.6)

 

 

(2.5)

 

Tax-exempt interest

 

 

(1.4)

 

 

(1.7)

 

 

(1.7)

 

Nondeductible expenses

 

 

1.6 

 

 

1.8 

 

 

1.1 

 

Change in valuation allowance

 

 

 -

 

 

(2.9)

 

 

 -

 

Change in liability for uncertain tax positions

 

 

1.7 

 

 

 -

 

 

 -

 

Other, net

 

 

0.1 

 

 

 -

 

 

(0.4)

 

Income tax expense

 

$

108.6 

 

$

95.7 

 

$

83.4 

 

Effective tax rate

 

 

24.7 

%

 

25.3 

%

 

25.3 

%

 

108

 


 

 

The following are the components of the Company’s deferred tax assets and liabilities (excluding those associated with its discontinued operations).

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Loss, LAE and unearned premium reserves, net

 

$

179.0 

 

$

175.9 

Tax credit carryforwards

 

 

70.5 

 

 

125.8 

Employee benefit plans

 

 

39.6 

 

 

45.7 

Investments, net

 

 

12.4 

 

 

 -

Operating loss carryforwards

 

 

 -

 

 

29.1 

Other

 

 

53.6 

 

 

43.8 

 

 

 

355.1 

 

 

420.3 

Less: Valuation allowance

 

 

 -

 

 

 -

 

 

 

355.1 

 

 

420.3 

Deferred tax liabilities:

 

 

 

 

 

 

Deferred acquisition costs

 

 

134.9 

 

 

129.6 

Software capitalization

 

 

26.9 

 

 

27.3 

Deferred Lloyd's underwriting income

 

 

22.4 

 

 

54.0 

Investments, net

 

 

 -

 

 

44.4 

Other

 

 

33.0 

 

 

33.8 

 

 

 

217.2 

 

 

289.1 

Net deferred tax asset

 

$

137.9 

 

$

131.2 

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some portion of the deferred tax assets will not be realized.

The Company’s deferred tax asset as of December 31, 2015 included assets of $68.8 million related to alternative minimum tax credit carryforwards and $1.7 million related to foreign tax credit carryforwards. The alternative minimum tax credit carryforwards have no expiration date and the foreign tax credit carryforwards will expire beginning in 2022 . The Company has utilized in 2015 and may continue to utilize the credits to offset regular federal income taxes due from future income, and although the Company believes that these assets are fully recoverable, there can be no certainty that future events will not affect their recoverability. The Company believes, based on objective evidence, it is more likely than not that the remaining deferred tax assets will be realized.

Included in the Company’s deferred tax asset as of December 31, 2014 was an asset of $29.1 million related to operating loss carryforwards. This operating loss carryforward was generated in the U.K. and was used to offset income generated in 2015.

During 2014, the Company released the valuation allowance related to its deferred tax assets of $2.9 million which was recorded in 2013. The release of this valuation allowance resulted from appreciation in the Company’s investment portfolio and is recorded as a  $2.9 million decrease in its income tax expense.

In prior years, the Company completed several transactions which resulted in the realization, for tax purposes only, of unrealized gains in its investment portfolio. As a result of these transactions, the Company was able to realize capital losses carried forward and to release the valuation allowance recorded against the deferred tax asset related to these losses.  The releases of valuation allowances were recorded as a benefit in accumulated other comprehensive income.  Previously unrealized benefits of $13.3 million, $16.2 million and $17.5 million attributable to non-operating income, are recognized as part of income from continuing operations during 2015, 2014 and 2013, respectively. The remaining amount of $78.2 million in accumulated other comprehensive income will be released into income from continuing operations in future years, as the investment securities subject to these transactions are sold or mature.

Although most of the Company’s non – U.S. income is subject to U.S. federal income tax, certain of its non-U.S. income is not subject to U.S. federal income tax until repatriated. Foreign taxes on this non – U.S. income are accrued at the local foreign tax rate, as opposed to the higher U.S. statutory tax rate, since these earnings currently are expected to be indefinitely reinvested overseas. This assumption could change, as a result of a sale of the subsidiaries, the receipt of dividends from the subsidiaries, a change in management’s intentions, or as a result of various other events. The Company has not made a provision for U.S. taxes on $69.8 million, $23.3 million and $20.3 million of non-U.S. income for 2015, 2014 and 2013, respectively. However, in the future, if such earnings were distributed to the Company, taxes of $45.6 million would be payable on the accumulated undistributed earnings and would be reflected in the tax provision for the year in which these earnings are no longer intended to be indefinitely reinvested overseas, assuming all foreign tax credits are realized.

 

109

 


 

The table below provides a reconciliation of the beginning and ending liability for uncertain tax positions as follows:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Liability at beginning of year, net

 

$

1.3 

 

$

1.4 

 

$

0.8 

Additions for tax positions of prior years

 

 

1.7 

 

 

(0.1)

 

 

5.4 

Settlements

 

 

 -

 

 

(4.8)

 

 

 -

Deferred deductions

 

 

 -

 

 

4.8 

 

 

(4.8)

Liability at end of year, net

 

$

3.0 

 

$

1.3 

 

$

1.4 

In 2014, the IRS audits of the years 2007 through 2010 were settled with no material impact to the Company’s financial position or results of operations.

There are no tax positions at December 31, 2015 and 2014 for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. At December 31, 2013, the ultimate deductibility of a $4.8 million liability was highly certain, but there was uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, a change in the timing of deductions would not impact the annual effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in federal income tax expense. The Company had accrued interest of $0.6 million and $0.5 million as of December 31, 2015 and 2014, respectively. For the years ended December 31, 2015, 2014 and 2013 the Company recognized interest expense of $0.1 million, $0.5 million and $0.8 million, respectively. The Company has not recognized any penalties associated with unrecognized tax benefits.

In 2016, the Company is expecting to release $0.7 million of liability due to the expiration of a statute of limitations.

The Company or its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, as well as foreign jurisdictions. The Company and its subsidiaries are subject to U.S. federal income tax examinations by tax authorities for years after 2011, U.S. state income tax examinations for years after 2011 and foreign examinations for years after 2011.

8 . PENSION PLANS

DEFINED BENEFIT PLANS

The Company recognizes the funded status of its defined benefit plans in its Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation of the Company’s defined benefit plans. The Company is required to aggregate separately all overfunded plans from all underfunded plans.

U.S. Defined Benefit Plans  

Prior to 2005, THG provided retirement benefits to substantially all of its employees under defined benefit pension plans. These plans were based on a defined benefit cash balance formula, whereby the Company annually provided an allocation to each covered employee based on a percentage of that employee’s eligible salary, similar to a defined contribution plan arrangement. In addition to the cash balance allocation, certain transition group employees who had met specified age and service requirements as of December 31, 1994 were eligible for a grandfathered benefit based primarily on the employees’ years of service and compensation during their highest five consecutive plan years of employment. The Company’s policy for the plans is to fund at least the minimum amount required by the Employee Retirement Income Security Act of 1974 (“ERISA”).

As of January 1, 2005, the defined benefit pension plans were frozen and since that date, no further cash balance allocations have been credited to participants. Participants’ accounts are credited with interest daily, based upon the General Agreement of Trades and Tariffs rate (the 30-year Treasury Bond interest rate) . In addition, the grandfathered benefits for the transition group were also frozen at January 1, 2005 levels with an annual transition pension adjustment calculated at an interest rate equal to 5%  per year up to 35 years of completed service, and 3% thereafter. As of December 31, 2015, based on current estimates of plan liabilities and other assumptions, the projected benefit obligation of the qualified defined benefit pension plan exceeds plan assets by approximately $28 million.

Chaucer Pension Plan

Prior to 2002, the Chaucer segment provided defined benefit pension retirement benefits to certain of its employees. As of December 31, 2001, the defined benefit pension plan was closed to new members. The defined benefit obligation for this plan is based on the employees’ years of service and final pensionable salary. Contributions are made at least annually to this plan by both the Company and by employees. As of December 31, 2015, based on current estimates of plan liabilities and other assumptions, the projected benefit obligation of the qualified defined benefit pension plan exceeds plan assets by approximately $5 million.

110

 


 

Assumptions

In order to measure the expense associated with these plans, management must make various estimates and assumptions, including discount rates used to value liabilities, assumed rates of return on plan assets, employee turnover rates and anticipated mortality rates, for example. The estimates used by management are based on the Company’s historical experience, as well as current facts and circumstances. In addition, the Company uses outside actuaries to assist in measuring the expense and liability associated with these plans.

The Company measures the funded status of its plans as of the date of its year-end statement of financial position. The Company utilizes a measurement date of December 31 st to determine its benefit obligations, consistent with the date of its Consolidated Balance Sheets.

Weighted average assumptions used to determine pension benefit obligations are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

U.S.

 

 

 

 

 

 

 

 

 

Discount rate - qualified plan

 

 

4.88% 

 

 

4.38% 

 

 

5.00% 

Discount rate - non-qualified plan

 

 

4.75% 

 

 

4.25% 

 

 

5.00% 

Cash balance interest crediting rate

 

 

3.50% 

 

 

3.50% 

 

 

3.50% 

Chaucer

 

 

 

 

 

 

 

 

 

Discount rate

 

 

3.85% 

 

 

3.75% 

 

 

4.50% 

Rate of increase in future compensation

 

 

3.10% 

 

 

3.00% 

 

 

3.15% 

The Company utilizes a measurement date of January 1 st to determine its periodic pension costs. Weighted average assumptions used to determine net periodic pension costs for the defined benefit plans are as follows:

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

2015

 

2014

 

2013

U.S.

 

 

 

 

 

 

Qualified plan

 

 

 

 

 

 

Discount rate

 

4.38% 

 

5.00% 

 

4.25% 

Expected return on plan assets

 

5.00% 

 

5.50% 

 

5.25% 

Cash balance interest crediting rate

 

3.50% 

 

3.50% 

 

3.50% 

Non-qualified plan

 

 

 

 

 

 

Discount rate

 

4.25% 

 

5.00% 

 

4.13% 

Chaucer

 

 

 

 

 

 

Discount rate

 

3.75% 

 

4.50% 

 

4.80% 

Rate of increase in future compensation

 

3.00% 

 

3.15% 

 

4.20% 

Expected return on plan assets

 

5.45% 

 

6.55% 

 

6.70% 

The expected rates of return were determined by using historical mean returns for each asset class, adjusted for certain factors believed to have an impact on future returns. These returns are generally weighted to the plan’s actual asset allocation. For the U.S. defined benefit plan s , expectations with respect to the interest rate market resulted in a decrease in the expected return on plan assets for 2015 to 5.00% . Regarding the Chaucer defined benefit plan, the challenging equity markets in the U.K. and globally was the primary reason for the decrease in the expected rate of return on plan assets for 2015 to   5.45% . The Company reviews and updates, at least annually, its expected return on plan assets based on changes in the actual assets held by the plans and market conditions .  

Plan Assets

U.S. Qualified Defined Benefit Plan  

The Company utilizes a target allocation strategy, which focuses on creating a mix of assets that will generate modest growth from equity securities while minimizing volatility in the Company’s earnings from changes in the markets and economic environment. Various factors are taken into consideration in determining the appropriate asset mix, such as census data, actuarial valuation information and capital market assumptions. During 2015 and 2014, the plan assets were invested 85% in fixed income securities and 15% in equity securities . The Company reviews and updates, at least annually, the target allocation and makes changes periodically.

111

 


 

The following table provides 2015 target allocations and actual invested asset allocations for 2015 and 2014.

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015 TARGET LEVELS

 

2015

 

2014

Fixed income securities:

 

 

 

 

 

 

Fixed maturities

 

83% 

 

84% 

 

84% 

Money market funds

 

2% 

 

1% 

 

1% 

Total fixed income securities

 

85% 

 

85% 

 

85% 

Equity securities:

 

 

 

 

 

 

Domestic

 

12% 

 

12% 

 

12% 

International

 

3% 

 

3% 

 

3% 

Total equity securities

 

15% 

 

15% 

 

15% 

Total plan assets

 

100% 

 

100% 

 

100% 

The following tables present for each hierarchy level the U.S. qualified defined benefit plan’s investment assets that are measured at fair value at December 31, 2015 and 2014. (Refer to Note 5 – “Fair Value” for a description of the different levels in the Fair Value Hierarchy).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

397.6 

 

$

10.3 

 

$

355.6 

 

$

31.7 

 

$

432.5 

 

$

1.3 

 

$

400.5 

 

$

30.7 

Money market funds

 

 

4.7 

 

 

4.7 

 

 

 -

 

 

 -

 

 

3.9 

 

 

3.9 

 

 

 -

 

 

 -

Total fixed income securities

 

 

402.3 

 

 

15.0 

 

 

355.6 

 

 

31.7 

 

 

436.4 

 

 

5.2 

 

 

400.5 

 

 

30.7 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

 

54.6 

 

 

 -

 

 

54.6 

 

 

 -

 

 

60.6 

 

 

 -

 

 

60.6 

 

 

 -

International

 

 

15.9 

 

 

 -

 

 

15.9 

 

 

 -

 

 

16.4 

 

 

 -

 

 

16.4 

 

 

 -

Total equity securities

 

 

70.5 

 

 

 -

 

 

70.5 

 

 

 -

 

 

77.0 

 

 

 -

 

 

77.0 

 

 

 -

Total investments at fair value

 

$

472.8 

 

$

15.0 

 

$

426.1 

 

$

31.7 

 

$

513.4 

 

$

5.2 

 

$

477.5 

 

$

30.7 

Fixed Income Securities

Securities classified as Level 1 at December 31, 2015 and 2014 include actively traded mutual funds and publicly traded securities, which are valued at quoted market prices. Securities classified as Level 2 at December 31, 2015 and 201 4 include commingled pools and investment grade fixed income securities that are held in a custom fund , as well as a separate investment account, which is invested entirely in the Vanguard Total Bond Market Index Fund, a mutual fund that in turn invests in investment grade fixed maturities. The fair value of each of the Level 2 investments is determined daily as the NAV based on the value of the underlying investments, which is determined independently by the investment manager. The daily NAV, which is not published as a quoted market price for these investments, is used as the basis for transactions. Redemption of these funds is not subject to restriction. Securities classified as Level 3 at December 31, 2015 and 2014 include assets held in a fixed account of an insurance company. The fair value of the investment is estimated using a comparable public market financial institution derived fair value curve that uses non-observable inputs for market liquidity and unique credit characteristics of its underlying securities.

Equity Securities

Securities classified as Level 2 include investments in commingled pools that primarily invest in publicly traded common stocks and international equity securities. The fair value of each of the Level 2 investments is determined daily as the NAV based on the value of the underlying investments, which is determined independently by the investment manager. The daily NAV, which is not published as a quoted market price for these investments, is used as the basis for transactions. Redemption of these funds is not subject to restriction.

The table below provides a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

 

 

 

 

YEAR ENDED DECEMBER 31

 

 

2015

(in millions)

 

 

 

Balance at beginning of period

 

$

30.7 

Actual return on plan assets related to assets still held

 

 

1.0 

Balance at end of year

 

$

31.7 

112

 


 

Chaucer Pension Plan

The investment strategy of the Chaucer defined benefit pension plan is to invest primarily in growth assets in the form of equity funds which are expected to provide a positive return that exceeds inflation over the longer term in order to protect the existing and future liabilities of the pension plan. In order to reduce volatility and diversify the portfolio, the target allocation includes an exposure to corporate bond and commercial property funds. This allocation plan is reviewed annually and target allocation changes are made as appropriate.

The following table provides 2015 target allocations and actual invested asset allocations for 2015 and 2014.

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015 TARGET LEVELS

 

2015

 

2014

Fixed income securities:

 

 

 

 

 

 

Fixed maturities

 

30% 

 

32% 

 

32% 

Equity securities:

 

 

 

 

 

 

Domestic (United Kingdom)

 

15% 

 

14% 

 

14% 

International

 

45% 

 

42% 

 

43% 

Total equity securities

 

60% 

 

56% 

 

57% 

Real estate funds

 

10% 

 

12% 

 

11% 

Total plan assets

 

100% 

 

100% 

 

100% 

Included in total plan assets of $123.5 million at December 31, 2015 were $122.9 million of invested assets carried at fair value and $0.6 million of cash and equivalents. Total plan assets at December 31, 2014 of $131.8 million included $130.3 million of invested assets carried at fair value and $1.5 million of cash and equivalents.

The following table presents for each hierarchy level the Chaucer defined benefit plan’s investment assets that are measured at fair value at December 31, 2015 and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

(in millions)

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities

 

$

38.7 

 

$

 -

 

$

38.7 

 

$

 -

 

$

40.9 

 

$

 -

 

$

40.9 

 

$

 -

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic (United Kingdom)

 

 

17.0 

 

 

 -

 

 

17.0 

 

 

 -

 

 

18.5 

 

 

 -

 

 

18.5 

 

 

 -

International

 

 

52.4 

 

 

 -

 

 

52.4 

 

 

 -

 

 

56.9 

 

 

 -

 

 

56.9 

 

 

 -

Total equity securities

 

 

69.4 

 

 

 -

 

 

69.4 

 

 

 -

 

 

75.4 

 

 

 -

 

 

75.4 

 

 

 -

Real estate funds

 

 

14.8 

 

 

 -

 

 

 -

 

 

14.8 

 

 

14.0 

 

 

 -

 

 

 -

 

 

14.0 

Total investments at fair value

 

$

122.9 

 

$

 -

 

$

108.1 

 

$

14.8 

 

$

130.3 

 

$

 -

 

$

116.3 

 

$

14.0 

Fixed Income and Equity Securities

Securities classified as Level 2 at December 31, 2015 and 2014 include pooled funds which are valued at the close of business using a third party pricing service. These values are adjusted by the fund manager to reflect outstanding dividends, taxes and investment fees and other expenses to calculate the NAV.

Real Estate Funds

R eal estate fund investments classified as Level 3 at December 31, 2015 and 2014 are valued based upon the values of the net assets of the fund. Although the NAV is calculated daily, transactions also consider cash inflows and outflows of the fund. The price where units are transacted includes the NAV, which is adjusted for investment charges and other estimated acquisition costs such as legal fees, taxes, planning and architect fees, survey and agent fees, among others.

113

 


 

The table below provides a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Balance at beginning of period

 

$

14.0 

 

$

8.8 

Purchases

 

 

 -

 

 

4.2 

Actual return on plan assets related to assets still held

 

 

1.6 

 

 

1.9 

Foreign currency translation

 

 

(0.8)

 

 

(0.9)

Balance at end of year

 

$

14.8 

 

$

14.0 

Obligations and Funded Status

The Company recognizes the current net underfunded status of its plans in its Consolidated Balance Sheets. Changes in the funded status of the plans are reflected as components of either net income or accumulated other comprehensive loss or income. The components of accumulated other comprehensive loss or income are reflected as either a net actuarial gain or loss or a net prior service cost.

The following table reflects the benefit obligations, fair value of plan assets and funded status of the plans at December 31, 2015 and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

U.S. Qualified Pension Plan

 

U.S. Non-Qualified     Pension Plan

 

Chaucer Pension Plan

(in millions)

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2015

 

 

2014

Accumulated benefit obligation

 

$

500.5 

 

$

538.5 

 

$

37.8 

 

$

40.6 

 

$

126.0 

 

$

134.1 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation, beginning of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period

 

 

538.5 

 

 

548.8 

 

 

40.6 

 

 

37.4 

 

 

137.5 

 

 

128.5 

Employee contributions

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

0.3 

 

 

0.4 

Service cost - benefits earned during the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1.1 

 

 

1.5 

Interest cost

 

 

22.5 

 

 

26.0 

 

 

1.7 

 

 

1.8 

 

 

5.1 

 

 

5.9 

Actuarial (gains) losses

 

 

(23.3)

 

 

53.0 

 

 

(1.3)

 

 

4.6 

 

 

(0.7)

 

 

12.4 

Benefits paid (1)

 

 

(37.2)

 

 

(89.3)

 

 

(3.2)

 

 

(3.2)

 

 

(5.8)

 

 

(2.6)

Curtailment gain

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(1.8)

 

 

 -

Foreign currency translation

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(7.4)

 

 

(8.6)

Projected benefit obligation, end of year

 

 

500.5 

 

 

538.5 

 

 

37.8 

 

 

40.6 

 

 

128.3 

 

 

137.5 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets, beginning of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period

 

 

513.4 

 

 

542.0 

 

 

 -

 

 

 -

 

 

131.8 

 

 

120.2 

Actual return on plan assets

 

 

(3.4)

 

 

59.4 

 

 

 -

 

 

 -

 

 

3.3 

 

 

14.8 

Contributions

 

 

 -

 

 

1.3 

 

 

3.2 

 

 

3.2 

 

 

1.3 

 

 

7.7 

Benefits paid (1)

 

 

(37.2)

 

 

(89.3)

 

 

(3.2)

 

 

(3.2)

 

 

(5.8)

 

 

(2.6)

Foreign currency translation

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(7.1)

 

 

(8.3)

Fair value of plan assets, end of year

 

 

472.8 

 

 

513.4 

 

 

 -

 

 

 -

 

 

123.5 

 

 

131.8 

Funded status of the plans

 

$

(27.7)

 

$

(25.1)

 

$

(37.8)

 

$

(40.6)

 

$

(4.8)

 

$

(5.7)

(1)

The U.S. Qualified Pension Plan included   $59.0 million paid in 2014   to participants in settlement of their pension obligations, essentially as a result of a voluntary lump-sum pension payout program and the termination of a small qualified defined benefit plan.

Contributions include $0.3 and $0.4 million of Chaucer employee contributions during 2015 and 2014, respectively. All other contributions for all plans were made by the Company.

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Components of Net Periodic Pension Cost

The components of total net periodic pension cost are as follows:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Service cost - benefits earned during the period

 

$

1.1 

 

$

1.5 

 

$

1.5 

Interest cost

 

 

29.3 

 

 

33.7 

 

 

31.9 

Expected return on plan assets

 

 

(31.6)

 

 

(36.6)

 

 

(35.9)

Recognized net actuarial loss

 

 

13.9 

 

 

11.7 

 

 

14.7 

Amortization of prior service cost

 

 

 -

 

 

0.1 

 

 

 -

Settlement loss

 

 

 -

 

 

12.1 

 

 

0.4 

Curtailment gain

 

 

(1.8)

 

 

 -

 

 

 -

Net periodic pension cost

 

$

10.9 

 

$

22.5 

 

$

12.6 

During 2015, the Company transferred its U.K. motor business (See also “Disposal of U.K. Motor Business” in Note 2 – Dispositions). As a result of this transaction participants of the Chaucer plan who worked in this line also transferred to the unaffiliated U.K.-based insurance provider. Accordingly, they no longer are active participants of this plan and the liability was reduced resulting in a $1.8 million curtailment gain. An equal and offsetting expense was included in recognized net actuarial losses in the above table.  

During 2014, the Company announced a program to offer voluntary lump-sum pension payout options to eligible former employees that, if accepted, would settle the Company’s obligation to them. The program provided participants with a one-time choice of electing to receive a lump-sum settlement of their remaining pension benefit. As part of this voluntary lump-sum program, the Company settled $55.1 million of its pension obligations with an equal amount paid from plan assets. As a result, the Company recorded settlement losses of $10.8 million, reflecting the accelerated recognition of unamortized losses in the plan proportionate to the obligation that was settled. These settlement charges were recorded in other operating expenses with a corresponding balance sheet reduction in accumulated other comprehensive income. Additionally, the Company terminated another of its small qualified plans, accelerating the recognition of unamortized losses of $1.3 million.

The following table reflects the total amounts recognized in accumulated other comprehensive income relating to both the U. S. defined benefit pension plans and the Chaucer pension plan as of December 31, 2015 and 2014.

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Net actuarial loss

 

$

119.4 

 

$

126.9 

The unrecognized net actuarial gains (losses) which exceed 10% of the greater of the projected benefit obligation or the fair value of plan assets are amortized as a component of net periodic pension cost over the next five years. The following table reflects the total estimated amount of actuarial losses that will be amortized from accumulated other comprehensive income into n et periodic pension cost in 2016 :

 

 

 

 

 

ESTIMATED AMORTIZATION IN 2016

 

 

Expense

(in millions)

 

 

 

Net actuarial loss

 

$

11.0 

Contributions

In accordance with ERISA guidelines, the Company is not required to fund its U.S. qualified benefit plan in 2016. The Company expects to contribute $3.2 million to its U.S. non-qualified pension plan to fund 2016 benefit payments and $0.7  million to the Chaucer pension plan. At this time, no additional discretionary contributions are expected to be made to the plans during 2016 and the Company does not expect that any funds will be returned from the plans to the Company during 2016.

115

 


 

Benefit Payments

The Company estimates that benefit payments over the next 10 years will be as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021-2025

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. qualified pension plan

 

$

38.5 

 

$

39.4 

 

$

38.6 

 

$

38.4 

 

$

38.0 

 

$

183.3 

U.S. non-qualified pension plan

 

$

3.2 

 

$

3.1 

 

$

3.1 

 

$

3.0 

 

$

3.0 

 

$

13.8 

Chaucer pension plan

 

$

1.8 

 

$

1.8 

 

$

1.9 

 

$

2.0 

 

$

2.0 

 

$

11.3 

The benefit payments are based on the same assumptions used to measure the Company’s benefit obligations at the end of 2015. Benefit payments related to the U.S. qualified plan and the Chaucer plan will be made from plan assets held in trusts and not included with Company assets , whereas those payments related to the non-qualified plan will be provided for by the Company. Expected benefits related to the Chaucer pension plan were converted to U.S. dollars at an exchange rate of 1.47 .

DEFINED CONTRIBUTION PLAN

In addition to the defined benefit plans, THG provides a defined contribution 401(k) plan for its U.S. employees, whereby the Company matches employee elective 401(k) contributions, up to a maximum of 6% of eligible compensation in 2015, 2014, and 2013. The Company’s expense for this matching provision was $20.1 million, $19.9 million and $18.3 million for 2015, 2014 and 2013, respectively. In addition to this matching provision, the Company can elect to make an annual contribution to employees’ accounts. Additional contributions amounted to $2.0 million,   $2.1 million and $2.8 million for the 2015, 2014 and 2013 plan years, respectively.

Chaucer also provides a defined contribution plan for its employees which provides for employer provided contributions. The Company’s expense for 2015, 2014 and 2013 was $4.8 million, $6.1 million and $5.0 million, respectively.

9 . OTHER POSTRETIREMENT BENEFIT PLANS

In addition to the Company’s pension plans, the Company also has postretirement medical benefits that it provides to former agents and retirees and their dependents, and a limited number of full-time employees. The plans , which are funded by the Company through either a Health Reimbursement Arrangement (“HRA”) or directly, provide access to benefits including hospital and major medical, with certain limits, and have varying co-payments and deductibles, depending on the plan. Generally, employees who were actively employed on December 31, 1995 became eligible with at least 15 years of service after the age of 40 . Effective January 1, 1996, the Company revised these benefits so as to establish limits on future benefit payments to beneficiaries of retired participants and to restrict eligibility to then current employees. In 2009, the Company changed the postretirement medical benefits, only as they relate to current employees who still qualified for participation in the plan under the above formula. For these participants, the plan provided for only post age 65 benefits. In 2015, the Company amended the plan to only provide this benefit to those participants who retire before January 1, 2018, further limiting the number of current employees who are eligible to participate in this plan. The population of agents receiving postretirement benefits was frozen as of December 31, 2002, when the Company ceased its distribution of proprietary life and annuity products. This plan is unfunded.

Prior to June 2013, the Company also had postretirement death benefits providing for payment at death up to the retirees’ final annual salary. In May 2013, the Company settled and defeased the life insurance portion of its postretirement benefits by decreasing the level of death benefits and concurrently fully funding the remaining benefits through the purchase of life insurance policies for the plan beneficiaries from an unaffiliated life insurer, resulting in a net settlement gain. This plan was also unfunded.

The Company has recognized the funded status of its postretirement benefit plans in its Consolidated Balance Sheets. Since the plans are unfunded, the amount recognized in the Consolidated Balance Sheets is equal to the accumulated benefit obligation of the plans. The components of accumulated other comprehensive income or loss are reflected as either a net actuarial gain or loss or a net prior service cost.

116

 


 

Obligation and Funded Status

The following table reflects the funded status of these plans:

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Change in benefit obligation:

 

 

 

 

 

 

Accumulated postretirement benefit obligation, beginning of year

 

$

17.0 

 

$

17.1 

Service cost

 

 

 -

 

 

0.1 

Interest cost

 

 

0.5 

 

 

0.8 

Net actuarial loss

 

 

0.1 

 

 

1.5 

Benefits paid

 

 

(2.5)

 

 

(2.5)

Plan amendment

 

 

(3.0)

 

 

 -

Accumulated postretirement benefit obligation, end of year

 

 

12.1 

 

 

17.0 

Fair value of plan assets, end of year

 

 

 -

 

 

 -

Funded status of plans

 

$

(12.1)

 

$

(17.0)

Benefit Payments

The Company estimates that benefit payments over the next 10 years will be as follows:

 

 

 

 

 

YEARS ENDING DECEMBER 31

 

 

 

(in millions)

 

 

 

2016

 

$

1.5 

2017

 

 

1.4 

2018

 

 

1.2 

2019

 

 

1.1 

2020

 

 

1.1 

2021-2025

 

 

4.3 

The benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at the end of 2015 and reflect benefits attributable to estimated future service.

Components of Net Periodic Postretirement Expense (Benefit)

The components of net periodic postretirement expense (benefit) were as follows:

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Service cost

 

$

 -

 

$

0.1 

 

$

0.1 

Interest cost

 

 

0.5 

 

 

0.8 

 

 

1.2 

Recognized net actuarial loss

 

 

0.2 

 

 

0.1 

 

 

0.2 

Amortization of prior service cost

 

 

(1.4)

 

 

(1.9)

 

 

(3.7)

Net settlement gain

 

 

 -

 

 

 -

 

 

(1.6)

Net periodic postretirement benefit

 

$

(0.7)

 

$

(0.9)

 

$

(3.8)

The following table reflects the balances in accumulated other comprehensive income relating to the Company’s postretirement benefit plans:

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions)

 

 

 

 

 

 

Net actuarial loss

 

$

3.3 

 

$

3.4 

Net prior service cost

 

 

(3.3)

 

 

(1.7)

 

 

$

 -

 

$

1.7 

The following table reflects the estimated amortization to be recognized in net periodic benefit cost in 2016:

 

 

 

 

 

Estimated Amortization in 2016

 

 

Expense (Benefit)

(in millions)

 

 

 

Net actuarial loss

 

$

0.2 

Net prior service cost

 

 

(1.4)

 

 

$

(1.2)

 

 

 

117

 


 

Assumptions

Employers are required to measure the funded status of their plans as of the date of their year-end statement of financial position. As such, the Company has utilized a measurement date of December 31, 2015 and 2014, to determine its postretirement benefit obligations, consistent with the date of its Consolidated Balance Sheets. Weighted average discount rate assumptions used to determine postretirement benefit obligations and periodic postretirement costs are as follows:

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

2015

 

2014

Postretirement benefit obligations discount rate

 

4.63% 

 

4.38% 

Postretirement benefit cost discount rate

 

4.38% 

 

5.00% 

Assumed health care cost trend rates are as follows:

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

Health care cost trend rate assumed for next year

 

7.00% 

 

7.00% 

Rate to which the cost trend is assumed to decline (ultimate trend rate)

 

5.00% 

 

5.00% 

Year the rate reaches the ultimate trend rate

 

2020 

 

2020 

A one-percentage point change in assumed health care cost trend rates in each year would have an immaterial effect on net periodic benefit cost during 2015 and accumulated postretirement benefit obligation at December 31, 2015.

 

118

 


 

10 . OTHER COMPREHENSIVE INCOME

The following table provides changes in other comprehensive income.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

 

Benefit

 

 

Net of

 

 

 

 

 

Benefit

 

 

Net of

 

 

 

 

 

Benefit

 

 

Net of

(in millions)

 

 

Pre-Tax

 

 

(Expense)

 

 

Tax

 

 

Pre-Tax

 

 

(Expense)

 

 

Tax

 

 

Pre-Tax

 

 

(Expense)

 

 

Tax

Unrealized (losses) gains on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (losses) gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

arising during period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(net of pre-tax, ceded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

unrealized gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(losses) of $0.8 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and ( $1.2 ) million for the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

years ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014 and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013)

 

$

(199.3)

 

$

69.5 

 

$

(129.8)

 

$

138.7 

 

$

(45.7)

 

$

93.0 

 

$

(189.4)

 

$

63.1 

 

$

(126.3)

Amount of realized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains from sales and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

(39.6)

 

 

0.7 

 

 

(38.9)

 

 

(55.3)

 

 

0.3 

 

 

(55.0)

 

 

(41.3)

 

 

(3.0)

 

 

(44.3)

Portion of other-than-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

temporary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses recognized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in earnings

 

 

27.2 

 

 

(9.5)

 

 

17.7 

 

 

5.5 

 

 

(1.9)

 

 

3.6 

 

 

6.0 

 

 

(2.1)

 

 

3.9 

Net unrealized (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains

 

 

(211.7)

 

 

60.7 

 

 

(151.0)

 

 

88.9 

 

 

(47.3)

 

 

41.6 

 

 

(224.7)

 

 

58.0 

 

 

(166.7)

Pension and postretirement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

arising in the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period from net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

actuarial (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gains and prior

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

service costs

 

 

(3.5)

 

 

0.7 

 

 

(2.8)

 

 

(33.6)

 

 

11.0 

 

 

(22.6)

 

 

15.0 

 

 

(4.2)

 

 

10.8 

Loss on settlement of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pension obligation

 

 

 -

 

 

 -

 

 

 -

 

 

12.1 

 

 

(4.2)

 

 

7.9 

 

 

 -

 

 

 -

 

 

 -

Amortization of net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

actuarial loss and prior

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

service cost recognized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as net periodic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

benefit cost

 

 

12.7 

 

 

(4.2)

 

 

8.5 

 

 

10.0 

 

 

(3.5)

 

 

6.5 

 

 

14.9 

 

 

(5.2)

 

 

9.7 

Cumulative foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

translation adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

translation recognized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

during the period

 

 

(11.1)

 

 

3.9 

 

 

(7.2)

 

 

(7.1)

 

 

2.5 

 

 

(4.6)

 

 

(3.1)

 

 

1.1 

 

 

(2.0)

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income

 

$

(213.6)

 

$

61.1 

 

$

(152.5)

 

$

70.3 

 

$

(41.5)

 

$

28.8 

 

$

(197.9)

 

$

49.7 

 

$

(148.2)

119

 


 

Reclassifications out of accumulated other comprehensive income were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount Reclassified from 

 

 

Details about Accumulated Other

 

Accumulated

 

Affected Line Item in the Statement 

Comprehensive Income Components

 

Other Comprehensive Income

 

Where Net Income is Presented

Unrealized gains (losses) on available-for-

 

 

 

 

 

 

 

 

 

 

 

sale securities and derivative instruments

 

$

39.9 

 

$

55.2 

 

$

41.3 

 

Net realized gains from sales and other

 

 

 

 

 

 

 

 

 

 

 

Net other-than-temporary impairment losses 

 

 

 

(26.8)

 

 

(5.5)

 

 

(6.0)

 

on investments recognized in earnings

 

 

 

13.1 

 

 

49.7 

 

 

35.3 

 

Total before tax

 

 

 

8.7 

 

 

1.6 

 

 

5.1 

 

Tax benefit

 

 

 

21.8 

 

 

51.3 

 

 

40.4 

 

 

 

 

 

(0.6)

 

 

0.1 

 

 

 -

 

Other, net of tax

 

 

 

21.2 

 

 

51.4 

 

 

40.4 

 

Net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit pension 

 

 

 

 

 

 

 

 

 

 

Loss adjustment expenses and other

and postretirement plans

 

 

(12.7)

 

 

(22.1)

 

 

(14.9)

 

operating expenses

 

 

 

4.2 

 

 

7.7 

 

 

5.2 

 

Tax benefit

 

 

 

(8.5)

 

 

(14.4)

 

 

(9.7)

 

Net of tax

Total reclassifications for the period

 

$

12.7 

 

$

37.0 

 

$

30.7 

 

Net of tax

The amount reclassified from accumulated other comprehensive income for the pension and postretirement benefits was allocated approximately 40% to loss adjustment expenses and 60% to other operating expenses for each of the years ended December 31, 2015, 2014 and 2013. In 2014, $12.1 million of this amount represented the accelerated recognition of unamortized losses due to the settlement of pension plan obligations.

11 . STOCK-BASED COMPENSATION PLANS

On May 20, 2014 the shareholders approved The Hanover Insurance Group 2014 Long-Term Incentive Plan (the “2014 Stock Plan”). With respect to new share-based award issuances, the 2014 Stock Plan replaced The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “2006 Stock Plan”) and authorized the issuance of 6,100,000 shares in a new share pool plus any shares subject to outstanding awards under the 2006 Stock Plan that may become available for reissuance as a result of the cash settlement, forfeiture, expiration or cancellation of such awards. The 2014 Stock Plan provides for the granting of the same types of awards as the 2006 Stock Plan, which includes stock options and stock appreciation rights (“SARS”), restricted and unrestricted stock, stock units, performance and market-based stock awards, and cash awards. In accordance with the 2014 Stock Plan, the issuance of one share of common stock in the form of an option or SAR will reduce the share pool by one share, whereas the issuance of one share of common stock for the other types of stock awards provided by the plan will reduce the pool by 3.8 shares. As of December 31, 2015, there were 5,521,641 shares available for grants under the 2014 Stock Plan.

Additionally, on May 20, 2014, the shareholders approved The Hanover Insurance Group 2014 Employee Stock Purchase Plan (the “ESPP Plan”) and the Chaucer Share Incentive Plan (the “SIP Plan”), authorizing the issuance of 2,500,000 and 750,000 shares, respectively, under such plans. As of December 31, 2015, 2,436,998 shares and 711,500 shares were available for grant under the ESPP Plan and the SIP Plan, respectively.

Co mpensation cost for the years ended December 31, 2015, 2014, and 2013 totaled $12.3 million, $15.1 million and $12.4 million, respectively. Related tax benefits were $4.3 million, $5.3 million and $4.3 million, respectively.  

STOCK OPTIONS

Under the 2014 Stock Plan, options may be granted to eligible employees, directors or consultants at an exercise price equal to the market price of the Company’s common stock on the date of grant. Option shares may be exercised subject to the terms prescribed by the Compensation Committee of the Board of Directors (the “Committee”) at the time of grant. Options granted in 2015, 2014 and 2013 generally vest over 3 years with 33 1/3% vesting in each year, whereas options granted in 2012 generally vest over 4 years with a 50% vesting rate in the third year and a 50% vesting rate in the fourth year. Options must be exercised not later than ten years from the date of grant.

120

 


 

Information on the Company’s stock options is summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED
DECEMBER 31

 

2015

 

2014

 

2013

(in whole shares and dollars)

 

Shares

 

 

Weighted Average Exercise Price

 

Shares

 

 

Weighted Average Exercise Price

 

Shares

 

 

Weighted Average Exercise Price

Outstanding, beginning of year

 

2,236,620 

 

$

46.61 

 

2,049,173 

 

$

41.18 

 

2,892,882 

 

$

38.28 

Granted

 

663,900 

 

 

70.34 

 

687,700 

 

 

58.06 

 

537,800 

 

 

42.53 

Exercised

 

(1,051,664)

 

 

44.47 

 

(444,200)

 

 

39.33 

 

(1,192,134)

 

 

34.70 

Forfeited or cancelled

 

(228,908)

 

 

54.78 

 

(56,053)

 

 

45.99 

 

(189,375)

 

 

41.54 

Outstanding, end of year (1)

 

1,619,948 

 

$

56.57 

 

2,236,620 

 

$

46.61 

 

2,049,173 

 

$

41.18 

Exercisable, end of year

 

360,585 

 

$

46.10 

 

726,321 

 

$

43.55 

 

783,873 

 

$

41.16 

(1)

Included in outstanding shares at the end of 2015 in this table and in subsequent metrics were 128,334 options that were previously granted to the Company’s CEO. These options are no longer expected to vest as a result of the announcement, in 2015, of the CEO’s retirement from the Company in 2016. The Company is no longer expensing these option awards.

Cash received for options exercised for the years ended December 31, 2015, 2014 and 2013 was $15.9 million, $10.9 million and $24.4 million, respectively. The intrinsic value of options exercised for the years ended December 31, 2015, 2014 and 2013 was $38.7 million, $10.6 million and $19.9 million, respectively.

The excess tax expense realized from options exercised for the years ended December 31, 2015, 2014, and 2013 was $9.7 million, $5.9 million, and $9.0 million, respectively. The aggregate intrinsic value at December 31, 2015 for shares outstanding and shares exercisable was $40.1 million and $12.7 million, respectively. At December 31, 2015, the weighted average remaining contractual life for shares outstanding and shares exercisable was 7.9 years and 6.6 years, respectively. Additional information about employee options outstanding and exercisable at December 31, 2015 is included in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Currently Exercisable

Range of Exercise Prices

 

Number

 

Weighted Average Remaining Contractual Lives

 

 

Weighted Average Exercise Price

 

Number

 

 

Weighted Average Exercise Price

$

34.19 to $42.15

 

274,050 

 

5.66 

 

$

37.01 

 

107,550 

 

$

37.31 

$

42.49 to $47.41

 

265,430 

 

6.86 

 

 

43.14 

 

144,698 

 

 

43.68 

$

48.99 to $60.27

 

483,568 

 

8.15 

 

 

49.15 

 

108,337 

 

 

49.18 

$

69.09 to $80.82

 

596,900 

 

9.18 

 

 

70.35 

 

 -

 

 

 -

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. For all options granted through December 31, 2015, the exercise price equaled the market price on the grant date. Compensation cost related to options is based upon the grant date fair value and expensed on a straight-line basis over the service period for each separately vesting portion of the option as if the option was, in substance, multiple awards.

The weighted average grant date fair value of options granted during the years ended December 31, 2015, 2014 and 2013 was $9.72 ,   $8.96 and $7.69 , respectively.

The following significant assumptions were used to determine the fair value for options granted in the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

2014

 

 

2013

 

Dividend yield

 

2.03% to 2.37

%

 

2.07% to 2.55

%

 

2.43% to 3.11

%

Expected volatility

 

17.63% to 22.24

%

 

18.07% to 24.38

%

 

21.77% to 32.02

%

Weighted average expected volatility

 

20.19 

%

 

23.00 

%

 

27.53 

%

Risk-free interest rate

 

0.70% to 1.75

%

 

0.53% - 1.92

%

 

0.29% - 2.02

%

Expected term, in years

 

2.5 to 5.5

 

 

2.5 to 5.5

 

 

3.0 to 6.0

 

The expected dividend yield is based on the Company’s dividend payout rate(s), in the year noted. Expected volatility is based generally on the Company’s historical daily stock price volatility. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of options granted represents the period of time that options are expected to be outstanding and is derived primarily using historical exercise, forfeit and cancellation behavior, along with certain other factors expected to differ from historical data.

121

 


 

The fair value of shares that vested during the years ended December 31, 2015 and 2014 was $20.4 million and $7.8 million, respectively. As of December 31, 2015, the Company had unrecognized compensation expense of $3.7 million related to unvested stock options that is expected to be recognized over a weighted average period of 1.8 years.

RESTRICTED STOCK UNITS

Stock grants may be awarded to eligible employees at a price established by the Committee (which may be zero). Under the 2014 Stock Plan, the Company may award shares of restricted stock, restricted stock units, as well as shares of unrestricted stock. Restricted stock grants may vest based upon performance criteria, market criteria or continued employment and be in the form of shares or units. Vesting periods are established by the Committee.

The Company granted market-based restricted share units in 2015, 2014, 2013 and 2012. Share units granted in 2015, 2014 and 2013 generally vest after 3 years of continued employment and after the achievement of certain stock performance targets and share units granted in 2012 vest after the achievement of certain performance targets at a rate of 50% after 3 years and the remaining 50% after 4 years of continued employment. The Company also granted restricted stock units to eligible employees in 2015, 2014 and 2013 that generally vest after 3 years of continued employment. For those restricted stock units granted in 2012, vesting is at a rate of 50% after 3 years and the remaining 50% after 4 years of continued employment.

The following table summarizes information about employee restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED
DECEMBER 31

 

2015

 

2014

 

2013

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Shares

 

 

Weighted Average Grant Date Fair Value

Time-based restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

year

 

384,923 

 

$

45.63 

 

525,980 

 

$

41.20 

 

750,837 

 

$

40.15 

Granted

 

93,631 

 

 

70.75 

 

102,131 

 

 

58.78 

 

141,073 

 

 

43.31 

Vested

 

(138,307)

 

 

41.22 

 

(231,078)

 

 

41.45 

 

(298,388)

 

 

39.51 

Forfeited

 

(38,350)

 

 

52.75 

 

(12,110)

 

 

43.67 

 

(67,542)

 

 

41.33 

Outstanding, end of year

 

301,897 

 

$

54.54 

 

384,923 

 

$

45.63 

 

525,980 

 

$

41.20 

Performance and market-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

year

 

218,338 

 

$

44.24 

 

184,626 

 

$

40.42 

 

132,775 

 

$

39.97 

Granted

 

82,025 

 

 

48.55 

 

60,338 

 

 

55.73 

 

82,795 

 

 

41.85 

Vested

 

(82,748)

 

 

38.99 

 

(22,826)

 

 

44.78 

 

 -

 

 

 -

Forfeited

 

(21,473)

 

 

47.53 

 

(3,800)

 

 

37.90 

 

(30,944)

 

 

42.33 

Outstanding, end of year (1)

 

196,142 

 

$

47.89 

 

218,338 

 

$

44.24 

 

184,626 

 

$

40.42 

(1)

Included in outstanding shares at the end of 2015 were 56,500 market-based restricted stock units that were previously granted to the Company’s CEO. These units are no longer expected to vest as a result of the announcement, in 2015, of the CEO’s retirement from the Company in 2016. The Company is no longer expensing these restricted stock units .

In 2015, 2014 and 2013, the Company granted market-based awards totaling 80,738 ,   56,625 , and 76,175 , respectively, to certain members of senior management, which are included in the table above as performance and market-based restricted stock activity. The vesting of these stock units is based on the relative total shareholder return (“TSR”) of the Company. This metric is generally based on relative TSR for a three year period as compared to a Property and Casualty Index of peer companies. The fair value of market based awards was estimated at the date of grant using a valuation model. These units have the potential to range from 0% to 150% of the shares disclosed. Included in the amount granted above were 38,713 shares related to market-based awards that achieved a payout in excess of 100% , with 20,275 shares vesting in 2015 and the remaining 18,438 shares vesting in the first quarter of 2016 provided that the participant remains employed by the Company during the vesting period. Also included in the amounts granted above for the performance-based restricted stock units were 1,287 shares related to awards that a performance metric in excess of 100% was achieved. These awards vested in 2015.

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Performance-based restricted stock units are based upon the achievement of the performance metric at 100% . These units have the potential to range from 0% to 200% of the shares disclosed, which varies based on grant year and individual participation level. Increases above the 100% target level are reflected as granted in the period in which performance-based stock unit goals are achieved. Decreases below the 100% target level are reflected as forfeited.

In 2015, performance and market-based stock units of 3,125   and 36,875   were included as granted due to completion levels in excess of 100% for units granted in 2013 and 2012, respectively. The weighted average grant date fair value of these awards was $42.44 and $36.47 , respectively. In 2014, performance and market-based stock units of 2,888 were included as granted due to completion levels in excess of 100% for units granted in 2012. The weighted average grant date fair value of these awards was $43.31 . In 2013, performance-based stock units of 8,244 were included as forfeited due to completion levels less than 100% for units granted in 2011. The weighted average grant date fair value for these awards was $46.47 .  

The intrinsic value of restricted stock and restricted stock units that vested during the years ended December 31, 2015, 2014 and 2013 was $4.4 million, $4.2 million and $1.8 million, respectively. The intrinsic value for performance-based restricted stock units that vested in 2015 and 2014 was   $2.6 million and   $0.3 million , respectively . For performance-based restricted stock units that would have vested in 2013, there was no intrinsic value since these awards were forfeited due to the aforementioned completion levels of less than threshold. Forfeitures in 2015 and 2014 related to the above mentioned market-based restricted stock units.

At December 31, 2015, the aggregate intrinsic value of restricted stock and restricted stock units was $24.6 million and the weighted average remaining contractual life was 1.0 years. The aggregate intrinsic value of performance and market-based restricted stock units was $16.0 million and the weighted average remaining contractual life was 0.8 years. As of December 31, 2015, there was $8.1 million of total unrecognized compensation cost related to unvested restricted stock units and performance and market-based restricted stock units, assuming performance and market-based restricted stock units are achieved at 100% of the performance metric. The cost is expected to be recognized over a weighted average period of 1.6 years. Compensation cost associated with restricted stock, restricted stock units and performance and market-based restricted stock units is generally calculated based upon grant date fair value, which is determined using current market prices.

 

12 . EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY TRANSACTIONS

The following table provides weighted average share information used in the calculation of the Company’s basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

Basic shares used in the calculation of earnings per share

 

 

43.9 

 

 

44.0 

 

 

44.1 

Dilutive effect of securities:

 

 

 

 

 

 

 

 

 

Employee stock options

 

 

0.5 

 

 

0.5 

 

 

0.3 

Non-vested stock grants

 

 

0.4 

 

 

0.4 

 

 

0.5 

Diluted shares used in the calculation of earnings per share

 

 

44.8 

 

 

44.9 

 

 

44.9 

Per share effect of dilutive securities on income from continuing operations

 

$

(0.14)

 

$

(0.12)

 

$

(0.11)

Per share effect of dilutive securities on net income

 

$

(0.15)

 

$

(0.13)

 

$

(0.11)

Diluted earnings per share during 2015, 2014 and 2013 excludes 0.6  million, 0.7  million and 0.1  million, respectively, of common shares issuable under the Company’s stock compensation plans, because their effect would be antidilutive.

T he Company’s Board of Directors has authorized aggregate repurchases of the Company’s common stock of up to $900 million, including the $300 million increase in the program authorized on October 28, 2015. As of December 31, 2015, the Company has   $289.2 million available for repurchases under these repurchase authorizations. Repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Company is not required to purchase any specific number of shares or to make purchases by any certain date under this program. During 2015, the Company purchased 1.6 million shares of the Company’s common stock at a cost of $127.3 million.

13 . DIVIDEND RESTRICTIONS

U.S. INSURANCE SUBSIDIARIES

The individual law of all states, including New Hampshire and Michigan, where Hanover Insurance and Citizens are domiciled, respectively, restrict the payment of dividends to stockholders by insurers. These laws affect the dividend paying ability of Hanover Insurance and Citizens.

Pursuant to New Hampshire’s statute, the maximum dividends and other distributions that an insurer may pay in any twelve month period, without prior approval of the New Hampshire Insurance Commissioner, is limited to 10% of such insurer’s statutory policyholder surplus as of the preceding December 31. No dividends were declared by Hanover Insurance in 2015, 2014 or 2013. During 2016, the maximum dividend payable without prior approval is $218.8 million.

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Pursuant to Michigan’s statute, the maximum dividends and other distributions that an insurer may pay in any twelve month period, without prior approval of the Michigan Insurance Commissioner, is limited to the greater of 10% of policyholders’ surplus as of December 31 of the immediately preceding year or the statutory net income less net realized gains, for the immediately preceding calendar year. Citizens declared dividends to its parent, Hanover Insurance, totaling $63.0 million, $66.0 million and $68.0  million in 2015, 2014 and 2013, respectively. During 2016, the maximum dividend payable without prior approval is $33.4 million. In December 2016, the maximum dividend payable without prior approval   w ill increase by $63.0 million to a total amount of $96.4 million.  

The statutes in both New Hampshire and Michigan require that prior notice to the respective Insurance Commissioner of any proposed di vidend be provided and such Commissioner may, in certain circumstances, prohibit the payment of the proposed dividend.

CHAUCER

Dividend payments from Chaucer to its parent are regulated by U.K. law. Dividends from Chaucer are dependent on dividends from its s ubsidiaries. Annual dividend payments from Chaucer are limited to retained earnings that are not restricted by capital and other requirements for business at Lloyd’s. Also, Chaucer must provide advance notice to the U.K.’s Prudenti al Regulation Authority (“PRA”) of certain proposed dividends or other payments from PRA regulated entities. Dividend payments to THG from Chaucer entities totaled $61.3 million, $68.7 million and $13.9 million in 2015, 2014 and 2013, respectively.

1 4 . SEGMENT INFORMATION

The Company’s primary business operations include insurance products and services provided through four operating segments. The domestic operating segments are Commercial Lines, Personal Lines and Other, and the Company’s international operating segment is Chaucer. Commercial Lines includes commercial multiple peril, commercial automobile, workers’ compensation, and other commercial coverages, such as   inland marine , specialty program business, management and professional liability and surety. Personal Lines includes personal automobile, homeowners and other personal coverages. Chaucer includes marine and aviation, energy, property, U.K. motor, and casualty and other coverages (which includes international liability, specialist coverages, and syndicate participations). As a result of the aforementioned transfer of the Company’s U.K. motor business, results from the Chaucer segment will no longer include this business subsequent to June 30, 2015. Included in Other are Opus Investment Management, Inc., which markets investment management services to institutions, pension funds and other organizations; earnings on holding company assets; and, a discontinued voluntary pools business. The separate financial information is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company reports interest expense related to debt separately from the earnings of its operating segments. This consists of interest on the Company’s senior debentures, subordinated debentures, collateralized borrowings with the Federal Home Loan Bank of Boston, and letter of credit facility. Management evaluates the results of the aforementioned segments based on operating income before taxes which also excludes interest expense on debt. Operating income before taxes excludes certain items which are included in net income, such as net realized investment gains and losses (including net gains and losses on certain derivative instruments). Such gains and losses are excluded since they are determined by interest rates, financial markets and the timing of sales. Also, operating income before taxes excludes net gains and losses on disposals of businesses and real estate assets, gains and losses related to the repayment of debt, discontinued operations, costs to acquire businesses, restructuring costs, the cumulative effect of accounting changes and certain other items. Although the items excluded from operating income before taxes may be important components in understanding and assessing the Company’s overall financial performance, management believes that the presentation of operating income before taxes enhances an investor’s understanding of the Company’s results of operations by highlighting net income attributable to the core operations of the business. However, operating income before taxes should not be construed as a substitute for income before income taxes and operating income should not be construed as a substitute for net income.

124

 


 

Summarized below is financial information with respect to the Company’s business segments.

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Operating revenues:

 

 

 

 

 

 

 

 

 

Commercial Lines

 

$

2,391.7 

 

$

2,239.0 

 

$

2,109.5 

Personal Lines

 

 

1,511.3 

 

 

1,491.0 

 

 

1,542.5 

Chaucer

 

 

1,104.1 

 

 

1,279.7 

 

 

1,098.2 

Other (including eliminations)

 

 

7.4 

 

 

7.8 

 

 

10.0 

Total

 

 

5,014.5 

 

 

5,017.5 

 

 

4,760.2 

Net realized investment gains

 

 

19.5 

 

 

50.1 

 

 

33.5 

Total revenues

 

$

5,034.0 

 

$

5,067.6 

 

$

4,793.7 

Operating income (loss) before interest expense and income taxes:

 

 

 

 

 

 

 

 

 

Commercial Lines:

 

 

 

 

 

 

 

 

 

Underwriting loss

 

$

(12.7)

 

$

(8.3)

 

$

(11.0)

Net investment income

 

 

156.3 

 

 

149.4 

 

 

143.5 

Other expense

 

 

(0.3)

 

 

(1.2)

 

 

(0.1)

Commercial Lines operating income

 

 

143.3 

 

 

139.9 

 

 

132.4 

Personal Lines:

 

 

 

 

 

 

 

 

 

Underwriting income

 

 

72.0 

 

 

22.1 

 

 

37.6 

Net investment income

 

 

72.5 

 

 

71.9 

 

 

75.8 

Other income

 

 

4.8 

 

 

5.0 

 

 

5.2 

Personal Lines operating income

 

 

149.3 

 

 

99.0 

 

 

118.6 

Chaucer:

 

 

 

 

 

 

 

 

 

Underwriting income

 

 

131.5 

 

 

122.5 

 

 

107.7 

Net investment income

 

 

45.9 

 

 

44.2 

 

 

42.7 

Other income

 

 

6.3 

 

 

10.9 

 

 

 -

Chaucer operating income

 

 

183.7 

 

 

177.6 

 

 

150.4 

Other:

 

 

 

 

 

 

 

 

 

Underwriting loss

 

 

(1.9)

 

 

(3.1)

 

 

(3.4)

Net investment income

 

 

4.4 

 

 

4.8 

 

 

7.0 

Other net expenses

 

 

(13.2)

 

 

(12.0)

 

 

(11.6)

Other operating loss

 

 

(10.7)

 

 

(10.3)

 

 

(8.0)

Operating income before interest expense and income taxes

 

 

465.6 

 

 

406.2 

 

 

393.4 

Interest on debt

 

 

(60.1)

 

 

(65.2)

 

 

(65.3)

Operating income before income taxes

 

 

405.5 

 

 

341.0 

 

 

328.1 

Non-operating income items:

 

 

 

 

 

 

 

 

 

Net realized investment gains

 

 

19.5 

 

 

50.1 

 

 

33.5 

Gain on disposal of U.K. motor business

 

 

38.4 

 

 

 -

 

 

 -

Loss from settlement of pension obligation

 

 

 -

 

 

(12.1)

 

 

 -

Net loss from repayment of debt

 

 

(24.1)

 

 

(0.1)

 

 

(27.7)

Other non-operating items

 

 

0.1 

 

 

(0.9)

 

 

(4.8)

Income before income taxes

 

$

439.4 

 

$

378.0 

 

$

329.1 

 

125

 


 

The following table provides identifiable assets for the Company’s business segments and discontinued operations:

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

 

 

 

 

 

 

 

(in millions)

 

Identifiable Assets

U.S. Companies

 

$

9,625.7 

 

$

9,418.4 

Chaucer

 

 

4,082.2 

 

 

4,229.3 

Discontinued operations

 

 

83.0 

 

 

112.0 

Total

 

$

13,790.9 

 

$

13,759.7 

The Company reviews the assets of its U.S. Companies collectively and does not allocate them among the Commercial Lines, Personal Lines and Other segments.

GEOGRAPHIC CONCENTRATIONS

The following table presents the Company’s gross premiums written (“GPW”) based on the location of the risk:

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

% of Total GPW

United States

 

81% 

 

78% 

 

78% 

United Kingdom

 

4% 

 

6% 

 

6% 

Worldwide and other

 

15% 

 

16% 

 

16% 

Total

 

100% 

 

100% 

 

100% 

The worldwide and other category includes insured risks that move across multiple geographic areas, including the U.S. and U.K., due to their mobile nature or insured risks that are fixed in locations that span more than one geographic area, and risks located in a single country outside the U.S. and U.K. These contracts include, for example, marine and aviation, hull, satellite, offshore energy exploration and production risks that can move across multiple geographic areas and assumed risks where the cedant insures risks in two or more geographic zones. These risks may include U.S. and U.K. insured risks.

Long-lived assets located outside the U.S. were not material for the years ended December 31, 2015 or 2014. The Company does not have revenue from transactions with a single agent or broker amounting to 10 percent or more of its consolidated revenue.

15 . LEASE COMMITMENTS

Rental expenses for operating leases amounted to $17.4 million, $20.4 million and $21.6 million in 2015, 2014 and 2013, respectively. These expenses relate primarily to building leases of the Company. At December 31, 2015, future minimum rental payments under non-cancelable operating leases were $57.1 million, payable as follows: 2016 - $16.4 million; 2017 - $13.9 million; 2018 - $10.9  million; 2019 - $7.9  million and 2020 and thereafter - $8.0 million. It is expected that in the normal course of business, leases that expire may be renewed or replaced by leases on other property and equipment.

16 . REINSURANCE

In the normal course of business, the Company seeks to reduce the losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Reinsurance transactions are accounted for in accordance with the provisions of ASC 944.

Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible. The Company determines the appropriate amount of reinsurance based on evaluations of the risks accepted and analyses prepared by consultants and on market conditions (including the availability and pricing of reinsurance). The Company also believes that the terms of its reinsurance contracts are consistent with industry practice in that they contain standard terms with respect to lines of business covered, limit and retention, arbitration and occurrence. The Company believes that its reinsurers are financially sound. This belief is based upon an ongoing review of its reinsurers’ financial statements, reported financial strength ratings from rating agencies, reputations in the marketplace, and the analysis and guidance of THG’s reinsurance advisors.  

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As a condition to conduct certain business in various states, the Company is required to participate in residual market mechanisms, facilities and pooling arrangements such as the Michigan Catastrophic Claims Association (“MCCA”). The Company is subject to concentration of risk with respect to reinsurance ceded to the MCCA. Funding for MCCA comes from assessments against automobile insurers based upon their share of insured automobiles in the state. Insurers are allowed to pass along this cost to Michigan automobile policyholders. The Company ceded to the MCCA premiums earned and losses and LAE incurred of $67.7 million and $78.8 million in 2015, $73.4 million and $99.2 million in 2014 and $72.2  million and $76.6 million in 2013, respectively. The MCCA represented 34.4% of the total reinsurance receivable balance at December 31, 2015. Reinsurance recoverables related to MCCA were $906.5  m illion and $899.5 million at December 31, 2015 and 2014, respectively. Because the MCCA is supported by assessments permitted by statute, and there have been no significant uncollectible balances from MCCA identified during the three years ending December 31, 2015, the Company believes that it has no significant exposure to uncollectible reinsurance balances from this entity. The Lloyd’s Syndicates total reinsurance receivable balance was $606.5 million as of December 31, 2015, as compared to $280.9 million as of December 31, 2014. The Lloyd’s receivable represented 23.0% of the total reinsurance receivable balance. The increase in this recoverable during 2015 was due to the transfer of the U.K. motor business to a third-party unaffiliated insurer that also operates this business through Lloyd’s. The Company believes that it has no significant exposure to uncollectable reinsurance balances from Lloyd’s as the Lloyd’s Central Fund provides recourse to all of its policyholders in the event of the failure of an individual syndicate and its capital providers. 

The following table provides the effects of reinsurance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

 

2014

 

 

 

2013

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

4,811.3 

 

 

$

4,777.3 

 

 

$

4,599.2 

 

Assumed (1)

 

 

633.2 

 

 

 

688.1 

 

 

 

602.5 

 

Ceded (2)

 

 

(827.7)

 

 

 

(655.3)

 

 

 

(649.0)

 

Net premiums written

 

$

4,616.8 

 

 

$

4,810.1 

 

 

$

4,552.7 

 

Premiums earned:

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

4,814.4 

 

 

$

4,679.8 

 

 

$

4,546.3 

 

Assumed (1)

 

 

655.6 

 

 

 

696.4 

 

 

 

617.7 

 

Ceded (2)

 

 

(765.2)

 

 

 

(665.9)

 

 

 

(713.5)

 

Net premiums earned

 

$

4,704.8 

 

 

$

4,710.3 

 

 

$

4,450.5 

 

Percentage of assumed to net premiums earned

 

 

13.93 

%

 

 

14.78 

%

 

 

13.88 

%

Losses and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

3,008.5 

 

 

$

3,019.4 

 

 

$

2,939.4 

 

Assumed (1)

 

 

312.4 

 

 

 

266.1 

 

 

 

172.3 

 

Ceded (2)

 

 

(436.8)

 

 

 

(358.0)

 

 

 

(350.6)

 

Net losses and LAE

 

$

2,884.1 

 

 

$

2,927.5 

 

 

$

2,761.1 

 

(1)

Assumed reinsurance activity primarily relates to the Chaucer segment.

(2)

Effective June 30, 2015, the Company transferred its U.K. motor business through a 100% reinsurance arrangement. This transaction resulted in the increase of ceded premiums written, premiums earned and losses and LAE for the year ended December 31, 2015. See also “Disposal of U.K. Motor Business” in Note 2 – Dispositions.

 

 

 

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17 . LIABILITIES FOR OUTSTANDING CLAIMS, LOSSES AND LOSS ADJUSTMENT EXPENSES

The Company regularly updates its reserve estimates as new information becomes available and further events occur which may impact the resolution of unsettled claims. Reserve adjustments are reflected in results of operations as adjustments to losses and LAE. Often these adjustments are recognized in periods subsequent to the period in which the underlying policy was written and loss event occurred. These types of subsequent adjustments are described as “prior years’ loss reserves”. Such development can be either favorable or unfavorable to the Company’s financial results and may vary by line of business.

The following table provides a reconciliation of the gross beginning and ending reserve for unpaid losses and loss adjustment expenses.

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Gross loss and LAE reserves, beginning of year

 

$

6,391.7 

 

$

6,231.5 

 

$

6,197.0 

Reinsurance recoverable on unpaid losses

 

 

1,983.0 

 

 

2,030.4 

 

 

2,074.3 

Net loss and LAE reserves, beginning of year

 

 

4,408.7 

 

 

4,201.1 

 

 

4,122.7 

Net incurred losses and LAE in respect of losses occurring in:

 

 

 

 

 

 

 

 

 

Current year

 

 

2,978.4 

 

 

3,026.6 

 

 

2,837.4 

Prior years

 

 

(94.3)

 

 

(99.1)

 

 

(76.3)

Total incurred losses and LAE

 

 

2,884.1 

 

 

2,927.5 

 

 

2,761.1 

Net payments of losses and LAE in respect of losses occurring in:

 

 

 

 

 

 

 

 

 

Current year

 

 

1,245.6 

 

 

1,328.7 

 

 

1,213.5 

Prior years

 

 

1,418.4 

 

 

1,398.9 

 

 

1,469.8 

Total payments

 

 

2,664.0 

 

 

2,727.6 

 

 

2,683.3 

Commutation of Chaucer Flagstone reinsurance agreement

 

 

 -

 

 

85.7 

 

 

 -

Transfer of U.K. motor business

 

 

(300.6)

 

 

 -

 

 

 -

Effect of foreign exchange rate changes

 

 

(34.6)

 

 

(78.0)

 

 

0.6 

Net reserve for losses and LAE, end of year

 

 

4,293.6 

 

 

4,408.7 

 

 

4,201.1 

Reinsurance recoverable on unpaid losses

 

 

2,280.8 

 

 

1,983.0 

 

 

2,030.4 

Gross reserve for losses and LAE, end of year

 

$

6,574.4 

 

$

6,391.7 

 

$

6,231.5 

As part of an ongoing process, reserves have been re-estimated for all prior accident years and were decreased by $94.3 million, $99.1 million and $76.3  million in 2015, 2014 and 2013, respectively. For the years ended December 31, 2015, 2014 and 2013, these amounts include favorable loss and LAE reserve development of $120.1 million, $104.6 million and $94.6 million, respectively, for Chaucer. As a result of the Company’s year-end 2015 reserve review of domestic commercial and personal lines of business, carried reserves were adjusted between several of these lines of business impacting the prior year development by line. These adjustments had no impact on aggregate domestic carried reserves.

Chaucer’s favorable development during 2015 was primarily the result of lower than expected losses in the energy line of $39.9 million, primarily in the 2012 through 2014 accident years, and $29.6 million in the marine and aviation lines, primarily in the 2010, 2012 and 2013 accident years. Additionally, Chaucer experienced lower than expected losses within casualty and other lines, specifically the specialist and international liability lines, of $21.9 million primarily in the 2008, 2011 and 2013 accident years, and in the property line, primarily in the 2012 through 2014 accident years. Chaucer’s favorable development was also partially attributable to the favorable impact of foreign exchange rate movements on prior years’ loss reserves. For Commercial and Personal Lines, the net unfavorable loss and LAE development during 2015 of $25.8 million was primarily the result of higher than expected losses in Other Commercial Lines of $53.7 million, which includes the AIX Holdings, Inc. (“AIX”) program business. This was driven by AIX commercial automobile and general liability lines in accident years 2011 through 2013, primarily from programs which have since been terminated. The Company also experienced higher than expected losses within the general liability lines, primarily in accident years 2009 through 2012. These losses were partially offset by lower than expected losses in the commercial umbrella line in accident years 2012 through 2014, and lower than expected losses in the healthcare line in accident years 2010 through 2014, both within Other Commercial Lines. Development in 2015 also included higher than expected losses within the commercial automobile line of $23.4 million, primarily related to liability coverage in accident years 2011 through 2013, and in the commercial multiple peril lines, primarily in accident years 2008, 2009 and 2011. Partially offsetting the unfavorable development was lower than expected losses of $46.9 million within the workers’ compensation line, primarily related to accident years 2005 through 2014, in the homeowners’ line, primarily related to accident years 2010 through 2013 , and in the personal automobile line, primarily related to accident year 2014.  

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The $99.1 million favorable loss and LAE reserve development during the year ended December 31, 2014 included favorable loss and LAE reserve development of $104.6 million for Chaucer. Chaucer’s favorable development during 2014 was primarily the result of lower than expected losses in the marine and aviation lines of $40.1 million , primarily in the 2 011 through 2013 accident years. Additionally, Chaucer experienced lower than expected losses within casualty and other lines, specifically the specialty liability lines of $21.4 million , primarily in t he 2010 and 2013 accident years and   $21.5 million in the property line, primarily in the 2010 through 2013 accident years. Chaucer’s favorable development was also partially attributable to the favorable impact of foreign exchange rate movements on prior years’ loss reserves. For Commercial and Personal Lines, the unfavorable loss and LAE development during 2014 was primarily the result of higher than expected large losses within the commercial automobile coverages of $23.1 million , which includes the AIX program business, primarily related to liability coverage in the 2009 through 2012 accident years.  Partially offsetting the unfavorable development was lower than expected losses within the personal automobile line, primarily related to the 2013 accident year, workers’ compensation line, primarily related to the 2007 through 2012 accident years, and commercial multiple peril line, primarily related to the 2012 and 2013 accident years.

The $76.3 million favorable loss and LAE reserve development during the year ended December 31, 2013 included favorable loss and LAE reserve development of $94.6 million for Chaucer. Chaucer’s favorable development during 2013 was primarily the result of lower than expected losses in the energy line of $30.4 million , primarily in the 2009 through 2012 accident years, and $27.3 million in the property line, primarily in the 2011 and 2012 accident years .   Additionally, Chaucer experienced lower than expected losses within casualty and other lines, specifically the specialty liability lines of $21.6 million , primarily in the 2008 accident year, and $21.3 million in the marine and aviation line, primarily in the 2010 through 2012 accident years. For Commercial and Personal Lines, the unfavorable loss and LAE development during 2013 was primarily the result of higher than expected losses within the personal automobile line, due to severity in bodily injury coverage in the 2010 through 2012 accident years, commercial automobile line, primarily related to liability coverage in the 2009 through 2011 accident years, and other commercial lines, primarily in the 2010 through 2012 accident years. Partially offsetting the unfavorable development was lower than expected losses within the workers’ compensation line, primarily in the 2006 through 2011 accident years and lower involuntary pool losses, including a $3.2 million benefit from the settlement of a legal proceeding, and commercial multi-peril line, primarily in the 2012 accident year.

Loss and LAE reserves related to asbestos and environmental damage liability were $57.7 million, $60.6 million and $61.9 million as of December 31, 2015, 2014 and 2013, respectively, comprised of both direct and run-off voluntary assumed reinsurance pools business. Ending loss and LAE reserves for all direct business written by the Company related to asbestos and environmental damage liability, included in the reserve for losses and LAE, were $9.5 million, $10.1  million and $11.5 million, net of reinsurance of $20.5 million, $21.4 million and $20.6 million as of December 31, 2015, 2014 and 2013, respectively. As a result of the Company’s historical direct underwriting mix of Commercial Lines policies toward smaller and middle market risks, past asbestos and environmental damage liability loss experience has remained minimal in relation to the Company’s total loss and LAE incurred experience. Loss and LAE reserves related to the run-off voluntary assumed reinsurance pool business with asbestos and environmental damage liability were $27.7 million, $29.1 million and $29.8 million at December 31, 2015, 2014 and 2013, respectively. These reserves relate to pools in which the Company has terminated its participation; however, the Company continues to be subject to claims related to years in which it was a participant. Because of the inherent uncertainty regarding the types of claims in these pools, the Company cannot provide assurance that its reserves will be sufficient.

The Company estimates its ultimate liability for asbestos, environmental and toxic tort liability claims, whether resulting from direct business, or assumed reinsurance and pool business, based upon currently known facts, reasonable assumptions where the facts are not known, current law and methodologies currently available. Although these outstanding claims are not significant, their existence gives rise to uncertainty and are discussed because of the possibility that they may become significant. The Company believes that, notwithstanding the evolution of case law expanding liability in asbestos and environmental claims, recorded reserves related to these claims are adequate. The asbestos, environmental and toxic tort liability could be revised in the near term if the estimates used in determining the liability are revised, and any such revisions could have a material adverse effect on the Company’s results of operations for a particular quarterly or annual period or on its financial position.

 

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1 8 . COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Durand Litigation

On March 12, 2007, a putative class action suit captioned Jennifer A. Durand v. The Hanover Insurance Group, Inc., and The Allmerica Financial Cash Balance Pension Plan , was filed in the United States District Court for the Western District of Kentucky. The named plaintiff, a former employee of our former life insurance and annuity business who received a lump sum distribution from the Company’s Cash Balance Plan (the “Plan”) at or about the time of her separation from the company, claims that she and others similarly situated did not receive the appropriate lump sum distribution because in computing the lump sum, the Company and the Plan understated the accrued benefit in the calculation. The plaintiff claims that the Plan underpaid her distributions and those of similarly situated participants by failing to pay an additional so-called “whipsaw” amount reflecting the present value of an estimate of future interest credits from the date of the lump sum distribution to each participant’s retirement age of 65 (“whipsaw claim”).

The plaintiff filed an Amended Complaint adding two new named plaintiffs and additional claims on December 11, 2009.  Two of the three new claims set forth in the Amended Complaint were dismissed by the District Court, which action was upheld in November 2015 by the U.S. Court of Appeals, Sixth Circuit.  The District Court, however, did allow to stand the portion of the Amended Complaint which set forth claims against the Company for breach of fiduciary duty and failure to meet notice requirements arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) from the various interest crediting and lump sum distribution matters of which plaintiffs complain, but only as to plaintiffs’ “whipsaw” claim that remained in the case. On December 17, 2013, the Court entered an order certifying a class to bring “whipsaw” and related breach of fiduciary duty claims consisting of all persons who received a lump sum distribution between March 1, 1997 and December 31, 2003. The Company filed a summary judgment motion, prior to the decision on the appeal, that was based on the statute of limitations and seeks to dismiss the subclass of plaintiffs who received lump sum distributions prior to March 13, 2002.  This summary judgment motion has been stayed pending additional discovery.

At this time, the Company is unable to provide a reasonable estimate of the potential range of ultimate liability if the outcome of the suit is unfavorable. The statute of limitations applicable to the sub-class consisting of all persons who received lump sum distributions between March 1, 1997 and March 12, 2002 has not yet been finally determined, and the extent of potential liability, if any, will depend on this determination. In addition, assuming for these purposes that the plaintiffs prevail with respect to claims that benefits accrued or payable under the Plan were understated, then there are numerous possible theories and other variables upon which any revised calculation of benefits as requested under plaintiffs’ claims could be based. Any adverse judgment in this case against the Plan would be expected to create a liability for the Plan, with resulting effects on the Plan’s assets available to pay benefits. The Company’s future required funding of the Plan could also be impacted by such a liability.

Other Matters

The Company has been named a defendant in various other legal proceedings arising in the normal course of business. In addition, the Company is involved, from time to time, in examinations, investigations and proceedings by governmental and self-regulatory agencies. The potential outcome of any such action or regulatory proceedings in which the Company has been named a defendant or the subject of an inquiry or investigation, and its ultimate liability, if any, from such action or regulatory proceedings, is difficult to predict at this time. The ultimate resolutions of such proceedings are not expected to have a material effect on its financial position, although they could have a material effect on the results of operations for a particular quarter or annual period.

Residual Markets

The Company is required to participate in residual markets in various states, which generally pertain to high risk insureds, disrupted markets or lines of business or geographic areas where rates are regarded as excessive. The results of the residual markets are not subject to the predictability associated with the Company’s own managed business, and are significant to both the personal and commercial automobile lines of business and the workers’ compensation line of business.

 

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19 . STATUTORY FINANCIAL INFORMATION

The Company’s U.S. insurance subsidiaries are required to file annual statements with state regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis), as codified by the National Association of Insurance Commissioners. Permitted statutory accounting practices encompass all accounting practices that are not prescribed; such practices differ from state to state, may differ from company to company within a state, and may change in the future. The Company’s U.S. insurance subsidiaries did not have any permitted practices as of or for the years ended December 31, 2015, 2014 and 2013.

Statutory capital and surplus differs from shareholders’ equity reported in accordance with generally accepted accounting principles primarily because under the statutory basis of accounting, deferred acquisition c osts are expensed when incurred and the recognition of deferred tax assets is based on different recoverabilit y assumptions.

The following table provides statutory net income for the year ended December 31 and statutory capital and surplus as of December 31 for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

2015

 

 

2014

 

 

2013

Statutory Net Income

 

 

 

 

 

 

 

 

 

U.S. Insurance Subsidiaries

 

$

175.9 

 

$

204.3 

 

$

193.2 

Statutory Capital and Surplus

 

 

 

 

 

 

 

 

 

U.S. Insurance Subsidiaries

 

$

2,192.8 

 

$

2,057.1 

 

$

1,834.3 

The minimum statutory capital and surplus necessary to satisfy the Company’s regulatory requirements was $378.5 million, $374.6 million and $354.5  million, which equals the Authorized Control Level at December 31, 2015, 2014 and 2013, respectively.

 

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20 . QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for 2015 and 2014 are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

March 31

 

 

June 30

 

 

Sept. 30

 

 

Dec. 31

Total revenues

 

$

1,298.7 

 

$

1,297.1 

 

$

1,233.5 

 

$

1,204.7 

Income from continuing operations

 

$

54.9 

 

$

120.9 

 

$

77.2 

 

$

77.8 

Net income

 

$

54.9 

 

$

120.7 

 

$

78.3 

 

$

77.6 

Income from continuing operations per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.24 

 

$

2.74 

 

$

1.75 

 

$

1.80 

Diluted

 

$

1.22 

 

$

2.69 

 

$

1.72 

 

$

1.76 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.24 

 

$

2.73 

 

$

1.78 

 

$

1.79 

Diluted

 

$

1.22 

 

$

2.68 

 

$

1.74 

 

$

1.76 

Dividends declared per share

 

$

0.41 

 

$

0.41 

 

$

0.41 

 

$

0.46 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

March 31

 

 

June 30

 

 

Sept. 30

 

 

Dec. 31

Total revenues

 

$

1,243.9 

 

$

1,273.0 

 

$

1,265.6 

 

$

1,285.1 

Income from continuing operations

 

$

54.7 

 

$

82.5 

 

$

55.0 

 

$

90.1 

Net income

 

$

54.6 

 

$

82.6 

 

$

54.9 

 

$

89.9 

Income from continuing operations per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.25 

 

$

1.87 

 

$

1.25 

 

$

2.05 

Diluted

 

$

1.22 

 

$

1.84 

 

$

1.22 

 

$

2.01 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.24 

 

$

1.88 

 

$

1.25 

 

$

2.04 

Diluted

 

$

1.22 

 

$

1.84 

 

$

1.22 

 

$

2.00 

Dividends declared per share

 

$

0.37 

 

$

0.37 

 

$

0.37 

 

$

0.41 

Due to the use of weighted average shares outstanding when calculating earnings per common share, the sum of the quarterly per common share data may not equal the per common share data for the year.

2 1 .   SUBSEQUENT EVENTS

There were no subsequent events requiring adjustment to the financial statements and no additional disclosures required in the notes to the consolidated financial statements.

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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM  9A CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES EVALUATION

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on our controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this annual report, our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the updated Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the updated framework in Internal Control – Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2015.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

CHANGES IN INTERNAL CONTROL

Our management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the internal control over financial reporting, as required by Rule 13a-15(d) of the Exchange Act, to determine whether any changes occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the Chief Executive and Chief Financial Officer concluded that there was no such change during the last quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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ITEM 9B OTHER INFORMATION

Compensatory Arrangements of Certain Officers

On February 23, 2016, the following actions were taken with respect to the compensation of the Company’s Chief Executive Officer (“ CEO ”) and certain other “named executive officers” (as that term is defined in Item 402 of Regulation S-K) of the Company (“ NEOs ”). Although Eugene M. Bullis, the Company’s Executive Vice President and interim Chief Financial Officer, is an NEO, he will not participate in any of the following programs and did not receive any of the following awards because of the temporary nature of his position. It is expected that Robert Stuchbery, President of International Operations and Deputy Chairman of Chaucer , will also be an NEO for 2016. Since the Compensation Committee does not expect to make its annual compensation decisions with respect to Chaucer until its March meeting, no disclosure with respect to Mr. Stuchbery is provided below.

Approval of 2015 Short-Term Incentive Compensation Program Awards

The 2015 short-term incentive compensation program awards for the CEO and other NEOs listed below were approved.

 

 

 

 

 

 

 

 

Executive Officer

 

Title

Cash Award

Frederick H. Eppinger

 

President and CEO

$            1,400,000

J. Kendall Huber

 

Executive Vice President and General Counsel

$               395,000

John C. Roche

 

Executive Vice President, President Business Insurance and Field Operations

$               340,000

David B. Greenfield*

 

Former Executive Vice President and Chief Financial Officer

$               450,000

*Mr. Greenfield served as the Company’s Executive Vice President and Chief Financial Officer until his passing on October 17, 2015 .  His award was pro-rated for the period prior to his death.

Approval of the 2016 Short-Term Incentive Compensation Program for Named Executive Officers

The 2016 Executive Short-Term Incentive Compensation Program (the “ 2016 Executive STIP ”) was approved for the following NEOs: J. Kendall Huber and John C. Roche. The 2016 Executive STIP is intended to comply with the “qualified performance-based compensation” requirements of Section 162(m) of the Internal Revenue Code and thereby, to the extent it qualifies, enable bonuses paid to our NEOs to be treated as tax deductible by the Company. The 2016 Executive STIP was established pursuant to the Company’s shareholder-approved 2014 Executive Short-Term Incentive Compensation Plan (filed as Annex IV to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014). Under the 2016 Executive STIP, a maximum funding pool for annual awards (“ Maximum Funding Pool ”) is determined in accordance with the level of achievement of a pre-determined performance metric. For 2016, the Maximum Funding Pool for awards to our NEOs was set at 2% of 2016 pre-tax operating income (adjusted to exclude interest expense and the impact of catastrophes) and the maximum award payable to each NEO is equal to the lesser of (i) 17.5% of the Maximum Funding Pool, or (ii) 200% of the NEO’s target award.  Consistent with prior years, Mr. Huber’s target award was fixed at 75% of base salary and Mr. Roche’s target award was fixed at 65% of base salary.

The actual amount of each NEO’s award, however, is dependent on the level of achievement of the Company’s performance targets, such executive officer’s individual performance and such other factors as the Compensation Committee may determine, but in no event may any such award exceed the lesser of the amounts determined as set forth above. For 2016, awards, if any, are payable in the first fiscal quarter of 2017. 

As previously announced in September, Mr. Eppinger submitted his resignation as CEO effective upon the appointment of his successor.  In light of his pending resignation, the Compensation Committee determined that he will be eligible to receive a short-term incentive award for his service as CEO during 2016, but that the amount, if any, and timing of such award, will be determined by the Compensation Committee in its sole discretion based upon both his and the Company’s performance during his remaining tenure as our CEO.

Approval of the 2016 Long-Term Incentive Program

The 2016 Long-Term Incentive Program (the “ 2016 LTIP ”) was approved for Messrs. Huber and Roche . For all participating NEOs, the 2016 LTIP provides for a combination of awards of performance-based restricted stock units ( “PBRSUs ”), stock options (“ Options ”) and time-based restricted stock units (“ RSUs ”), each issued pursuant to the Company’s 2014 Long-Term Incentive Plan (the “ 2014 Stock Plan ”).

The PBRSUs vest on the third anniversary of the date of grant, but only to the extent the Company’s three-year (2016-2018) total shareholder return as compared to a pre-established peer group (relative total shareholder return or “ RTSR ”) places the Company’s performance above a certain percentile.  Participants must be employees of the Company as of the vesting dates for the PBRSUs to vest, except as otherwise provided with regard to death, disability or change-in-control. The actual PBRSU award may be as low as zero, and as high as 150%, of the target award, based on the RTSR actually achieved.

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The Options vest as to one-third of the shares on each of the first three anniversaries of the grant date. Participants must be employees of the Company as of the vesting dates for the Options to vest, except as otherwise provided with regard to death, disability or change-in-control. Each Option has a ten-year term and an exercise price of $82.74 per share, which was the closing price per share of THG’s common stock as reported on the New York Stock Exchange on the date of grant (February 23, 2016).

The RSUs vest on the third anniversary of the date of grant. Participants must be employees of the Company as of the vesting dates for the RSUs to vest, except as otherwise provided with regard to death, disability or change-in-control.

The following table sets forth the number of PBRSUs (at target), RSUs and Options granted to the following named executive officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer

 

Title

 

PBRSUs

 

RSUs

 

Options

J. Kendall Huber

 

Executive Vice President and General Counsel

 

2,000 

 

2,000 

 

19,980 

John C. Roche

 

Executive Vice President, President Business Insurance and Field Operations

 

2,015 

 

2,015 

 

20,160 

Approval of Leadership Transition Severance Arrangements

In order to ensure the continued focus, undivided attention and service to the Company during our transition to a new Chief Executive Officer, the Compensation Committee approved severance arrangements for each domestic executive officer of the Company (excluding Messrs. Eppinger and Bullis), the material terms of which are set forth below.

In the event the executive (i) is involuntarily terminated, other than in connection with his or her death, disability, a “change in control,” or for “cause,” or (ii) voluntarily terminates his or her employment for “good reason” (defined generally to mean a decrease in the executive’s compensation, material and adverse change to the executive’s role and responsibility, or a requirement that the executive relocate), in either case prior to September 1, 2017, the executive will be entitled to a lump sum cash severance payment equal to a pre-established multiple of his or her annual base salary. The amount of the severance award is designed to approximate one year’s cash compensation.  For Mr. Huber, his multiple is 1.75x base salary, and for Mr. Roche, his multiple is 1.65x base salary.

As a condition to receiving such severance, the executive will be required to enter into a separation agreement upon terms and conditions acceptable to the Company to include a full release and non-disparagement provision.

The foregoing description of the terms of the severance arrangements does not purport to be complete and is qualified in its entirety by the form of severance letter attached hereto as Exhibit 10.40 and incorporated herein by reference.

Director Resignation

On February 23, 2016, in accordance with the Company’s director retirement policy, the Board accepted the resignation of Neal Finnegan, effective at the end of his current term on May 24, 2016.

 

 

 

 

135

 


 

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS OF THE REGISTRANT

Except for the portion about executive officers and our Code of Conduct which is set forth below, this information is incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held on May 24, 2016 to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is biographical information concerning our executive officers.

Mark L. Berthiaume, 59

Senior Vice President

Chief Administration Officer

Mr. Berthiaume joined THG in 2014 as Senior Vice President, Chief Administration Officer. Prior to joining the Company, from 2001 to 2014, Mr. Berthiaume held a number of senior roles with The Chubb Corporation, last serving as Senior Vice President, International Chief Information Officer. Previously, Mr. Berthiaume was Vice President, Specialty Insurance Chief Information Officer of Orion Capital/Royal and Sunalliance Insurance Group, from 1995 to 2001, and prior to that he held a number of systems development and support positions with several insurance companies, including THG.

Christine Bilotti-Peterson, 45

Senior Vice President, Chief Human Resources Officer

Ms. Bilotti-Peterson has led Human Resources since June 2014. From January 2013 to June 2014 she served as Vice President, Human Resources for our Commercial, Specialty and Personal Lines Division. Prior to joining THG, Ms. Bilotti-Peterson spent 15 years in a variety of positions at The Hartford Financial Services Group, Inc., last serving as Vice President, Human Resources. Ms. Bilotti-Peterson started her career with Korn Ferry International, where she placed C-level executives primarily in Insurance, Financial Services and Technology.

Eugene M. Bullis, 70

Executive Vice President, Interim Chief Financial Officer

Mr. Bullis has been Interim Chief Financial Officer since October 2015 after briefly serving as Executive Vice President, Senior Finance Officer when he re-joined THG in October 2015. Mr. Bullis served as Executive Vice President and Chief Financial Officer of the Company from 2007 until his retirement in 2010. Prior to that, Mr. Bullis served as Executive Vice President and Chief Financial Officer of Conseco, Inc., from 2002 to 2007. Previously, Mr. Bullis served in a number of senior finance roles in technology-related businesses, including as Chief Financial Officer of Wang Laboratories, Inc. Mr. Bullis began his career as a certified public accountant with a predecessor firm of what is now Ernst & Young, LLP, where he advanced to partnership with a concentration in services to insurance company clients. Mr. Bullis is a member of the board of directors of Ambac Financial Group, Inc., a publicly traded financial guarantee insurer, and The One Group Hospitality, Inc., a publicly traded restaurant management and hospitality services company.

Frederick H. Eppinger, Jr., 57

Director

President and Chief Executive Officer

Mr. Eppinger has been Director, President and Chief Executive Officer of THG since joining the Company in 2003. Before joining the Company, Mr. Eppinger was Executive Vice President of Property and Casualty Field and Service Operations for The Hartford Financial Services Group, Inc. Prior to that, he was Senior Vice President of Strategic Marketing from 2000 to 2001 for ChannelPoint, Inc., a firm that provided business-to-business technology for insurance and financial service companies, and was a senior partner at the international consulting firm of McKinsey & Company. Mr. Eppinger led the insurance practice at McKinsey, where he worked closely with chief executive officers of many leading insurers over a period of 15 years, beginning in 1985. Mr. Eppinger began his career as an accountant with the firm then known as Coopers & Lybrand. He is a director of Centene Corporation, a publicly traded, multi-line healthcare company. Mr. Eppinger is an employee of THG, and therefore is not an independent director. Mr. Eppinger’s term of office as a director of THG expires in 2016.

136

 


 

J. Kendall Huber, 61

Executive Vice President

General Counsel and Assistant Secretary

Mr. Huber has been General Counsel and Assistant Secretary since joining THG in 2000. Prior to joining THG, Mr. Huber was Executive Vice President, General Counsel and Secretary of Promus Hotel Corporation from 1999 to 2000. Previously, Mr. Huber was Vice President and Deputy General Counsel of Legg Mason, Inc. from 1998 to 1999, and of USF&G Corporation, where he was employed from 1990 to 1998. Mr. Huber was previously with the law firm now known as DLA Piper and a Lieutenant, U.S. Navy Judge Advocate General’s Corps.

Richard W. Lavey, 48

Executive Vice President

President, Personal Lines and Chief Marketing Officer

Mr. Lavey has been President, Personal Lines of THG since November 2014 and Chief Marketing Officer since 2011. Mr. Lavey joined THG in 2004 and during this time has also served in the following roles: Chief Distribution Officer, Senior Vice President, Operations and Marketing; Regional President, Northeast; and Vice President, Field Operations and Marketing & Distribution. Prior to joining the Company, Mr. Lavey worked for The Hartford Financial Services Group, Inc. and The Travelers Corp.

Andrew S. Robinson, 50

Executive Vice President, Corporate Development

President, Specialty Insurance

Mr. Robinson has been President, Specialty Insurance since November 2011, Chief Risk Officer since 2010 and has led THG’s Corporate Development Department since joining the Company in 2006. From 2009 to 2011, Mr. Robinson was President, Specialty Casualty. Prior to joining the Company, from 1996 until 2006, Mr. Robinson held a variety of positions at Diamond Consultants, last serving as Managing Director, Global Insurance Practice.

John C. Roche, 52

Executive Vice President

President, Business Insurance and Field Operations

Mr. Roche has been Executive Vice President, President Business Insurance since 2013 and was appointed to lead Field Operations in November 2014. Prior to that he served as Senior Vice President, President Business Insurance from 2009 to 2013. From 2007 to 2009, Mr. Roche served as Vice President, Field Operations and from 2006 to 2007, Mr. Roche was Vice President, Underwriting and Product Management, Commercial Lines. From 1994 to 2006, Mr. Roche served in a variety of leadership positions at St. Paul Travelers Companies, Inc., last serving as Vice President, Commercial Accounts. Previously, Mr. Roche served in a variety of underwriting and management positions at Fireman’s Fund Insurance Company and Atlantic Mutual Insurance Company.

Johan Slabbert, 45

Chief Executive Officer, Chaucer

Mr. Slabbert was appointed Chief Executive Officer of Chaucer in November 2015. Prior to that , he served as Chaucer's Chief Financial O fficer, a position he held since joining the C ompany in 2013.  A veteran of more than 20 years with broad insurance industry experience, Mr. Slabbert was a senior leader with AIG, where he served in financial and business development roles in Africa, Europe, the Far East, Latin America and North America from 1997 to 2013.

Robert Stuchbery, 59

President of International Operations and Deputy Chairman of Chaucer

Mr. Stuchbery has been President of International Operations and Deputy Chairman of Chaucer since November of 2015. From January 2010 to November 2015 he served as President of International Operations and Chief Executive Officer of Chaucer. Prior to his appointment as CEO, Mr. Stuchbery served as Chaucer's Chief Underwriting Officer from 2005 to 2009, and as Group Underwriting Director from 2000 to 2005. He was Active Underwriter for Syndicate 1096 from 1996 to 2000 and prior to that was Deputy Underwriter of Syndicate 1096 from 1988 to 1996. Before joining Chaucer in 1988, Mr. Stuchbery served in various positions with the U.K. subsidiary of a large U.S. insurer from 1976 to 1987. Mr. Stuchbery is a Fellow of the Chartered Insurance Institute and a member of the Lloyd’s Market Association Board where he currently serves as Deputy Chairman.

137

 


 

Mark Welzenbach, 56

Senior Vice President, Chief Claims Officer

Mr. Welzenbach has been Chief Claims Officer of THG since joining the Company in 2005. Before joining the Company, Mr. Welzenbach was Senior Vice President, Claims for The Hartford Financial Services Group, Inc. from 1995 to 2005. Prior to that, he was Director of Claims from 1991 to 1995 for Travelers Insurance Company. Mr. Welzenbach began his career as a practicing attorney.

OTHER SENIOR CORPORATE OFFICERS OF THE REGISTRANT

Bruce P. Bartell, 58

Deputy Chief Executive Officer, Chaucer

Mr. Bartell has been Deputy Chief Executive Officer of Chaucer since January 2016. From January 2010 to December 2015, he served as Chief Underwriting Officer of Chaucer. Prior to his appointment as CUO, Mr. Bartell served as Active Underwriter of Chaucer Syndicate 1084 from 2006 to 2009. He was Active Underwriter for Syndicate 1096 from 2000 to 2005 and prior to that was Deputy Underwriter of Syndicate 1096 from 1993 to 2000. Mr. Bartell was Active Underwriter of Syndicate 1117 from 1989 to 1993. Before joining Chaucer in 1988, Mr. Bartell served in a variety of underwriting and management positions at companies within the London Company Insurance Market.

John Fowle, 46

Chief Underwriting Officer, Chaucer

Active Underwriter, Chaucer Syndicate 1084

Mr. Fowle was appointed Chief Underwriting Officer of Chaucer in January 2016. Mr. Fowle also serves as Active Underwriter of Chaucer Syndicate 1084, a role he has held since December 2009. Mr. Fowle was previously Head of the Specialist Lines Division of Chaucer, as well as having responsibility for the overall strategy for Property. Prior to joining Chaucer, he worked in both the company and Lloyd’s markets.

Ann K. Tripp, 57

Senior Vice President, Chief Investment Officer

President, Opus Investment Management, Inc.

Ms. Tripp has been Chief Investment Officer and President of Opus Investment Management, Inc. since 2006. She joined the Company in 1987, and prior to becoming our Chief Investment Officer, served in a variety of increasingly senior roles within our investment department. Ms. Tripp is also the Investment Officer of the Hanover Insurance Group Foundation and serves on the board and sub-committees of several area non-profit organizations.

Pursuant to section 4.4 of the Company’s by-laws, each officer shall hold office until the first meeting of the Board of Directors following the next annual meeting of the shareholders and until his or her respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until such officer sooner dies, resigns, is removed or becomes disqualified.  

ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors of THG has scheduled the 2015 Annual Meeting of Shareholders for May 24, 2016. The record date for determining the shareholders of the Company entitled to notice of and to vote at such Annual Meeting is March 28, 2016.

CODE OF CONDUCT

Our Code of Conduct is available, free of charge, on our website at www.hanover.com under “About Us - Corporate Governance”. The Code of Conduct applies to our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Controller. While we do not expect to grant waivers to our Code of Conduct, any such waivers to our Chief Executive Officer, Chief Financial Officer or Controller will be posted on our website at www.hanover.com, as required by applicable law or New York Stock Exchange requirements. A printed copy of the Code of Conduct will be provided free of charge by contacting the Company’s Corporate Secretary at the Company’s headquarters, 440 Lincoln Street, Worcester, MA 01653.

ITEM 11 EXECUTIVE COMPENSATION

Incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May  24 , 201 6, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 

138

 


 

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2015 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

 

 

 

 

 

 

 

 

 

Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

 

 

Weighted average exercise price of outstanding options, warrants and rights

 

Number of securities remaining available for future issuance under equity compensation plans (2)

Equity compensation plans approved by

 

 

 

 

 

 

 

security holders

 

2,218,881 

 

$

55.77 

 

8,670,060 

Equity compensation plans not approved by

 

 

 

 

 

 

 

security holders

 

 -

 

 

 -

 

 -

Total

 

2,218,881 

 

$

55.77 

 

8,670,060 

(1)

Includes 598,933 shares of Common Stock which may be issued upon vesting of outstanding restricted stock units, performance-based restricted stock units (assuming the maximum award amount), or market-based restricted stock units (assuming the maximum award amount). The weighted average exercise price does not take these awards into account.

(2)

On May 20, 2014, shareholders approved The Hanover Insurance Group 2014 Long-Term Incentive Plan (the “2014 Stock Plan”). With respect to new share-based award issuances, the 2014 Stock Plan replaced The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “2006 Stock Plan”) and authorized the issuance of 6,100,000 shares in a new   share pool plus any shares subject to outstanding awards under the 2006 Stock Plan that may become available for reissuance as a result of the cash settlement, forfeiture, expiration or cancellation of such awards. In   accordance with the 2014 Stock Plan, the issuance of one share of common stock in the form of an option or SAR will reduce the share pool by   one   share, whereas the issuance of one share of   common stock for the other types of stock awards provided by the plan will reduce the pool by   3.8   shares. Additionally, on May 20, 2014, the shareholders approved The Hanover Insurance Group 2014 Employee Stock Purchase plan and the Chaucer Share Incentive Plan, authorizing the issuance of   2,500,000   and   750,000   shares, respectively, under such plans.

Additional information related to Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May  24 , 201 6 , to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May  24 , 201 6 , to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held May  24 , 201 6 , to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 

139

 


 

PART IV

ITEM 15– EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A)(1) FINANCIAL STATEMENTS

The consolidated financial statements and accompanying notes thereto are included on pages 83 to 131 of this Form 10-K.

 

 

 

 

 

 

 

 

 

Page No. in this Report

Report of Independent Registered Public Accounting Firm  

 

83 

Consolidated Statements of Income for the years ended December 31, 201 5 , 201 4 and 20 13  

 

84 

Consolidated Statements of Comprehensive Income for the years ended December 31, 201 5 , 201 4 and 20 13  

 

85 

Consolidated Balance Sheets as of December 31, 201 5 and 20 14  

 

86 

Consolidated Statements of Shareholders' Equity for the years ended December 31, 201 5 , 201 4 and 20 13  

 

87 

Consolidated Statements of Cash Flows for the years ended December 31, 201 5 , 201 4 and 20 13  

 

88 

Notes to Consolidated Financial Statements  

 

89 

 

 

 

 

(A)(2) FINANCIAL STATEMENTS SCHEDULES

 

 

 

 

 

Page No. in this Report

I

Summary of Investments - Other than Investments in Related Parties

 

148 

II

Condensed Financial Information of Registrant

 

149 

III

Supplementary Insurance Information

 

152 

IV

Reinsurance

 

153 

V

Valuation and Qualifying Accounts

 

154 

VI

Supplemental Information Concerning Property and Casualty Insurance Operations

 

155 

 

 

 

140

 


 

(A)(3) EX HIBIT INDEX

 

 

 

 

 

 

    2.1

Stock Purchase Agreement, dated as of August 22, 2005, between The Goldman Sachs Group, Inc., as Buyer, and Registrant, as Seller (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K), previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 24, 2005 and incorporated herein by reference.

 

 

    2.2

Stock Purchase Agreement, dated July 30, 2008, by and between the Registrant and Commonwealth Annuity and Life Insurance Company (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K), previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2008 and incorporated herein by reference.

 

 

    3.1

Certificate of Incorporation of the Registrant, previously filed as Exhibit 3.1 to the Registrant’s Annual Report on
Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference.

 

 

    3.2

Amended By-Laws of the Registrant, previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 21, 2006 and incorporated herein by reference.

 

 

    4.1

Specimen Certificate of Common Stock, previously filed as Exhibit 4 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference.

 

 

    4.2

Form of Indenture relating to the Debentures between the Registrant and State Street Bank & Trust Company, as trustee, previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 33-96764) filed with the Commission on September 11, 1995 and incorporated herein by reference.

 

 

    4.3

Form of Global Debenture, previously filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference.

 

 

    4.4

Indenture, dated February 3, 1997, relating to the Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 3 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 5, 1997 and incorporated herein by reference.

 

 

    4.5

First Supplemental Indenture, dated July 30, 2009, amending the indenture dated February 3, 1997 relating to the Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 1, 2010 and incorporated herein by reference.

 

 

    4.6

Form of Global Security representing $300,000,000 principal amount of Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 1, 2010 and incorporated herein by reference.

 

 

    4.7

Indenture, dated January 21, 2010, between the Registrant and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 ASR (No. 333-164446) filed with the Commission on January 21, 2010 and incorporated herein by reference.

 

 

    4.8

First Supplemental Indenture and Form of Global Note, dated February 23, 2010, related to the 7.50% Notes due 2020 of the Registrant, between the Registrant and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 23, 2010 and incorporated herein by reference.

 

 

    4.9

Second Supplemental Indenture, dated as of June 17, 2011, between the Registrant and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto, supplementing the Indenture dated as of January 21, 2010, previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 17, 2011 and incorporated herein by reference.

 

 

    4.10

Indenture, dated as of March 20, 2013, by and between the Registrant and U.S. Bank National Association, previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (No: 333-187373) filed with the Commission on March 20, 2013 and incorporated herein by reference.

 

 

    4.11

First Supplemental Indenture, dated as of March 27, 2013, between the Registrant and U.S. Bank National Association, as trustee, supplementing the Indenture dated as of March 20, 2013, previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2013 and incorporated herein by reference.

 

 

 

141

 


 

 

 

    4.12

Form of Security Certificate representing the 6.35% Subordinated Debentures due 2053, previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2013 and incorporated herein by reference.

 

 

 

Management agrees to furnish the Securities and Exchange Commission, upon request, a copy of any other agreements or instruments of the Registrant and its subsidiaries defining the rights of holders of any non-registered debt whose authorized principal amount does not exceed 10% of the Registrant’s total consolidated assets.

 

 

+10.1

State Mutual Life Assurance Company of America Excess Benefit Retirement Plan, previously filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 33-91766) filed with the Commission on May 1, 1995 and incorporated herein by reference.

 

 

+10.2

The Hanover Insurance Group Cash Balance Pension Plan, as amended.

 

 

+10.3

The Hanover Insurance Group Retirement Savings Plan, as amended.

 

 

+10.4

The Hanover Insurance Group, Inc. Amended and Restated Non-Qualified Retirement Savings Plan, previously filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 24, 2011 and incorporated herein by reference.

 

 

+10.5

The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, as amended, previously filed as Annex I to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 29, 2012 and incorporated herein by reference.

 

 

+10.6

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 21, 2007 and incorporated herein by reference.

 

 

+10.7

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.8

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2011 and incorporated herein by reference.

 

 

+10.9

Amendment to Outstanding Stock Options Issued under the Registrant’s 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2011 and incorporated herein by reference.

 

 

+10.10

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 26, 2013 and incorporated herein by reference.

 

 

+10.11

Amendment to outstanding Stock Options issued under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan.

 

 

+10.12

Form of Restricted Stock Unit Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.13

Form of Restricted Stock Unit Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 26, 2013 and incorporated herein by reference.

 

 

+10.14

Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.15

Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan previously filed as Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 26, 2013 and incorporated herein by reference.

 

 

+10.16

The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Annex I to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference.

 

 

 

142

 


 

+10.17

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference.

 

 

+10.18

Amendment to outstanding Stock Options issued under The Hanover Insurance Group 2014 Long-Term Incentive Plan.

 

 

+10.19

Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan

 

 

+10.20

Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group   2014 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference.

 

 

+10.21

Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan.

 

 

+10.22

Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference.

 

 

+10.23

The Hanover Insurance Group , Inc. 2014 Executive Short-Term Incentive Compensation Plan, previously filed as Annex IV to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference.

 

 

+10.2 4

The Hanover Insurance Group , Inc. Amended and Restated Employment Continuity Plan, previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2008 and incorporated herein by reference.

 

 

+10.25

Description of 2014— 2015 Non-Employee Director Compensation, previously filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 1, 2014 and incorporated herein by reference.

 

 

+10.26

Description of 2015— 2016 Non-Employee Director Compensation, previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 30, 2015 and incorporated herein by reference.

 

 

+10.27

The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan, previously filed as Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.28

Offer Letter, dated August 14, 2003, between the Registrant and Frederick H. Eppinger, Jr., as amended December 10, 2008, previously filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.29

Description of compensatory arrangements with Frederick H. Eppinger, Jr., previously filed as Item 5.02 in the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2015 and incorporated herein by reference.

 

 

+10.30

Description of compensatory arrangements with David B. Greenfield, previously filed as Item 5.02 in the Registrant’s Current Report on Form 8-K filed with the Commission on December 4, 2015 and incorporated herein by reference.

 

 

+10.31

Offer Letter, dated October 26, 2015, between the Registrant and Eugene M. Bullis, previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 29, 2015 and incorporated herein by reference.

 

 

+10.32

Restricted Stock Agreement, dated October 27, 2015, between the Registrant and Eugene M. Bullis, previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 29, 2015 and incorporated herein by reference.

 

 

+10.33

Description of 2014 Named Executive Officer Short-Term Incentive Compensation Program Awards, 2015 Named Executive Officer Short-Term Incentive Compensation Programs and 2015 Named Executive Officer Long-Term Incentive Compensation Programs, previously filed as Item 5.02 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 5, 2015 and incorporated herein by reference.

 

143

 


 

 

 

 

+10.34

Description of 2015 Named Executive Officer Short-Term Incentive Compensation Program Awards, 2016 Named Executive Officer Short-Term Incentive Compensation Programs and 2016 Named Executive Officer Long-Term Incentive Compensation Programs filed as Item 9B to this report.

 

 

+10.35

IRC Section 162(m) Deferral Letter for Certain Executive Officers of the Registrant, previously filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2009 and incorporated herein by reference.

 

 

+10.36

Service Agreement dated January 1, 2016 by and between Robert Stuchbery and Chaucer Syndicates Limited.

 

 

+10.37

Chaucer Pension Scheme, as amended, previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2011 and incorporated herein by reference.

 

 

+10.38

The Chaucer Share Incentive Plan, previously filed as Annex II to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference.

 

 

+10.39

The Hanover Insurance Group Amended and Restated 2014 Employee Stock Purchase Plan, previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-196107) filed with the Commission on May 20, 2014 and incorporated herein by reference.

 

 

+10.40

Form of Leadership Transition Severance Agreement

 

 

     10.41

Federal Home Loan Bank of Boston Agreement for Advances, Collateral Pledge, and Security Agreement, dated September 11, 2009, previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2009 and incorporated herein by reference.

 

 

     10.42

Form of Accident and Health Coinsurance Agreement between The Hanover Insurance Company, as Reinsurer, and First Allmerica Financial Life Insurance Company (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K), previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 4, 2008 and incorporated herein by reference.

 

 

     10.43

Credit Agreement, dated August 2, 2011, among the Registrant, as Borrower, Wells Fargo Bank, National Association, as administrative agent, and various other lender parties, previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 3, 2011 and incorporated herein by reference.

 

 

     10.44

Credit Agreement, dated November 12, 2013, among the Registrant, as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and various other lender parties, previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 18, 2013 and incorporated herein by reference.

 

 

     10.45

Amendment and Restatement Agreement with Amended and Restated Standby Letter of Credit Facility Agreement, dated November 15, 2013, among Chaucer Holdings plc and the lenders party thereto from time to time, Lloyds Bank plc, Barclays Bank PLC and The Royal Bank of Scotland plc as mandated lead arrangers and Lloyds Bank plc as bookrunner, overdraft provider, facility agent of the other Finance Parties (as defined therein) and security agent to the Secured Parties (as defined therein), previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 18, 2013 and incorporated herein by reference.

 

 

     10.46

Guaranty Agreement, dated November 15, 2013, among the Registrant and Lloyds Bank plc, as Facility Agent and Security Agent (each as defined therein), previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 18, 2013 and incorporated herein by reference.

 

 

     10.47

Standby Letter of Credit Facility Agreement, dated October 15, 2015, among Chaucer Holdings Limited, Chaucer Corporate Capital (No. 3) Limited and the lenders party thereto from time to time, Lloyds Bank plc and ING Bank N.V., London Branch as mandated lead arrangers and Lloyds Bank plc as bookrunner, overdraft provider, facility agent of the other Finance Parties (as defined therein) and security agent to the Secured Parties (as defined therein), previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2015 and incorporated herein by reference.

 

 

     10.48

Guaranty Agreement, dated October 15, 2015, among the Registrant and Lloyds Bank plc, as Facility Agent and Security Agent (each as defined therein), previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2015 and incorporated herein by reference.

 

 

     12.1

Computation of Ratio of Earnings to Fixed Charges

 

 

     21

Subsidiaries of THG

 

 

     23

Consent of Independent Registered Public Accounting Firm

 

 

144

 


 

     24

Power of Attorney

 

 

     31.1

Certification of the Chief Executive Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

 

 

     31.2

Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

 

 

     32.1

Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

 

     32.2

Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

 

     99.1

Internal Revenue Service Ruling dated April 15, 1995 previously filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-1 (No. 33-91766) filed with the Commission on May 1, 1995 and incorporated herein by reference.

 

 

  101

The following materials from The Hanover Insurance Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in eXtensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Balance Sheets at December 31, 2015 and 2014; (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; (vi) related notes to these consolidated financial statements; and (vii) Financial Statement Schedules.

 

+ Management contract or compensatory plan or arrangement.

 

145

 


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

THE HANOVER INSURANCE GROUP, INC.

 

 

 

 

Registrant

 

 

 

 

Date: February 25 , 201 6

 

By:

/S/ FREDERICK H. EPPINGER, JR.

 

 

 

 

Frederick H. Eppinger, Jr.,

 

 

 

President, Chief Executive Officer and Director  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

 

 

 

 

Date: February 25 , 201 6

 

By:

/S/ FREDERICK H. EPPINGER, JR.

 

 

 

 

Frederick H. Eppinger, Jr.,

 

 

 

President, Chief Executive Officer and Director

 

 

 

 

Date: February 25 , 201 6

 

By:

/S/  EUGENE M. BULLIS

 

 

 

 

Eugene M. Bullis ,

 

 

 

Executive Vice President and

 

 

 

Interim Chief Financial Officer

 

 

 

 

Date: February 25 , 201 6

 

By:

/S/  WARREN E. BARNES

 

 

 

 

Warren E. Barnes ,

 

 

 

Vice President, Corporate Controller and

 

 

 

Acting Principal Accounting Officer

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Michael P. Angelini,

 

 

 

Chairman of the Board

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Richard H. Booth,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

P. Kevin Condron ,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Cynthia L. Egan ,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Neal F. Finnegan ,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Karen C. Francis ,

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Daniel T. Henry,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

 

Wendell J. Knox,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

By:

*

 

 

 

Joseph R. Ramrath,

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

146

 


 

Date: February 25 , 201 6

 

By:

*

 

 

 

Harriett Tee Taggart,

 

 

 

Director

 

 

 

 

Date: February 25 , 201 6

 

*By:

/S/ EUGENE M. BULLIS

 

 

 

Eugene M. Bullis,

 

 

 

Attorney-in-fact

 

 

 

147

 


 

SCHEDULE I

THE HANOVER INSURANCE GROUP, INC.

SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

Type of investment

 

 

Cost (1)

 

 

Value

 

 

Amount at which shown in the balance sheet

Fixed maturities:

 

 

 

 

 

 

 

 

 

Bonds:

 

 

 

 

 

 

 

 

 

United States Government and government agencies and authorities

 

$

1,264.7 

 

$

1,272.6 

 

$

1,272.6 

States, municipalities and political subdivisions

 

 

1,074.3 

 

 

1,120.1 

 

 

1,120.1 

Foreign governments

 

 

240.9 

 

 

242.0 

 

 

242.0 

Public utilities

 

 

358.3 

 

 

369.3 

 

 

369.3 

All other corporate bonds

 

 

3,987.3 

 

 

3,970.9 

 

 

3,970.9 

Total fixed maturities

 

 

6,925.5 

 

 

6,974.9 

 

 

6,974.9 

Equity securities:

 

 

 

 

 

 

 

 

 

Common stocks:

 

 

 

 

 

 

 

 

 

Public utilities

 

 

105.5 

 

 

119.9 

 

 

119.9 

Banks, trusts and insurance companies

 

 

9.9 

 

 

10.2 

 

 

10.2 

Industrial, miscellaneous and all other

 

 

409.5 

 

 

435.2 

 

 

435.2 

Nonredeemable preferred stocks

 

 

3.6 

 

 

11.3 

 

 

11.3 

Total equity securities

 

 

528.5 

 

 

576.6 

 

 

576.6 

Mortgage loans on real estate (2)

 

 

200.9 

 

 

203.5 

 

 

200.9 

Real estate

 

 

8.1 

 

 

8.1 

 

 

8.1 

Other long-term investments (3)

 

 

181.0 

 

 

184.3 

 

 

184.4 

Short-term investments

 

 

8.5 

 

 

8.5 

 

 

8.5 

Total investments

 

$

7,852.5 

 

$

7,955.9 

 

$

7,953.4 

 

(1)

For equity securities, represents original cost, and for fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums and accretion of discounts.

(2)

Includes $200.4 million of participating interests in commercial mortgage loans originated and serviced by a third party. The Company shares, on a pro rata basis, in all related cash flows of the underlying mortgages. Due to certain reacquisition rights retained by the third   party in the loan participation arrangement, the Company accounted for its participatory interest in mortgage loans as secured borrowings.

(3)

The cost of other long-term investments differs from the carrying value due to market value changes in the Company's equity ownership of limited partnership investments. The value of other long-term investments differs from the carrying value due to cost basis partnership investments.

   

 

148

 


 

SCHEDULE II

THE HANOVER INSURANCE GROUP, INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT COMPANY ONLY

STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Net investment income

 

$

4.1 

 

$

3.9 

 

$

5.5 

Net realized gains from sales and other

 

 

1.0 

 

 

 -

 

 

0.8 

Interest income from loan to subsidiary

 

 

22.5 

 

 

22.5 

 

 

22.5 

Other income

 

 

0.1 

 

 

0.1 

 

 

0.1 

Total revenues

 

 

27.7 

 

 

26.5 

 

 

28.9 

Expenses

 

 

 

 

 

 

 

 

 

Interest expense

 

 

53.4 

 

 

54.1 

 

 

55.3 

Loss from repayment of debt

 

 

24.1 

 

 

0.1 

 

 

19.9 

Employee benefit related expenses

 

 

7.0 

 

 

11.1 

 

 

6.2 

Benefit related to acquired businesses

 

 

(0.7)

 

 

 -

 

 

(6.4)

Other operating expenses

 

 

8.1 

 

 

8.1 

 

 

8.0 

Total expenses

 

 

91.9 

 

 

73.4 

 

 

83.0 

Net loss before income taxes and equity in income of subsidiaries

 

 

(64.2)

 

 

(46.9)

 

 

(54.1)

Income tax benefit

 

 

49.5 

 

 

52.1 

 

 

37.3 

Equity in income of subsidiaries

 

 

345.2 

 

 

277.4 

 

 

262.5 

Income from continuing operations

 

 

330.5 

 

 

282.6 

 

 

245.7 

Income (loss) from discontinued operations (net of income tax (benefit) expense

 

 

 

 

 

 

 

 

 

of $(0.4) ,   $(0.2) and $4.1 in 2015, 2014 and 2013)

 

 

1.0 

 

 

(0.6)

 

 

5.3 

Net income

 

 

331.5 

 

 

282.0 

 

 

251.0 

Other comprehensive (loss) income, net of tax

 

 

(152.5)

 

 

28.8 

 

 

(148.2)

Comprehensive income

 

$

179.0 

 

$

310.8 

 

$

102.8 

The condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto.

149

 


 

SCHEDULE II (CONTINUED)

THE HANOVER INSURANCE GROUP, INC.  

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT COMPANY ONLY  

BALANCE SHEETS  

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

2015

 

 

2014

(in millions, except per share data)

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Fixed maturities - at fair value (amortized cost of $121.1 and $102.1 )

 

$

121.3 

 

$

105.2 

Equity securities - at fair value (cost of $1.0 )

 

 

1.1 

 

 

1.1 

Cash and cash equivalents

 

 

8.6 

 

 

14.5 

Investments in subsidiaries

 

 

3,262.5 

 

 

3,129.8 

Net receivable from subsidiaries (1)

 

 

222.8 

 

 

320.4 

Deferred income tax receivable

 

 

7.4 

 

 

62.8 

Current income tax receivable

 

 

1.1 

 

 

 -

Other assets

 

 

12.2 

 

 

14.0 

Total assets

 

$

3,637.0 

 

$

3,647.8 

Liabilities

 

 

 

 

 

 

Expenses and state taxes payable

 

$

18.1 

 

$

15.0 

Current income tax payable

 

 

 -

 

 

2.2 

Interest payable

 

 

7.9 

 

 

8.1 

Debt

 

 

766.6 

 

 

778.5 

Total liabilities

 

 

792.6 

 

 

803.8 

Shareholders' Equity

 

 

 

 

 

 

Preferred stock, par value $0.01 per share, 20.0 million shares authorized, none issued

 

 

 -

 

 

 -

Common stock, par value $0.01 per share, 300.0 million shares authorized, 60.5 million shares issued

 

 

0.6 

 

 

0.6 

Additional paid-in-capital

 

 

1,833.5 

 

 

1,830.7 

Accumulated other comprehensive income

 

 

53.9 

 

 

206.4 

Retained earnings

 

 

1,803.5 

 

 

1,558.7 

Treasury stock at cost ( 17.5 and 16.6 million)

 

 

(847.1)

 

 

(752.4)

Total shareholders' equity

 

 

2,844.4 

 

 

2,844.0 

Total liabilities and shareholders' equity

 

$

3,637.0 

 

$

3,647.8 

The condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto.

(1)

Net receivable from subsidiaries in both years includes a $300.0 million note receivable from The Hanover Insurance International Holdings, Ltd., parent company of Chaucer Holdings, Ltd.

 

150

 


 

SCHEDULE II (CONTINUED)

THE HANOVER INSURANCE GROUP, INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT COMPANY ONLY

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

2015

 

 

2014

 

 

2013

(in millions)

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

331.5 

 

$

282.0 

 

$

251.0 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

 

 

 

 

(Gain) loss from discontinued operations

 

 

(1.0)

 

 

0.6 

 

 

2.5 

Loss from retirement of debt

 

 

24.1 

 

 

0.1 

 

 

19.9 

Equity in net income of subsidiaries

 

 

(345.2)

 

 

(277.4)

 

 

(262.5)

Net realized investment gains

 

 

(1.0)

 

 

 -

 

 

(0.8)

Dividends received from subsidiaries

 

 

5.1 

 

 

70.2 

 

 

12.5 

Deferred income tax expense (benefit)

 

 

35.7 

 

 

(29.9)

 

 

(32.3)

Change in expenses and taxes payable

 

 

(2.6)

 

 

11.4 

 

 

0.1 

Change in net receivable from subsidiaries

 

 

(5.9)

 

 

16.9 

 

 

16.5 

Other, net

 

 

6.1 

 

 

4.3 

 

 

3.4 

Net cash provided by operating activities

 

 

46.8 

 

 

78.2 

 

 

10.3 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Proceeds from disposals and maturities of fixed maturities

 

 

70.0 

 

 

25.6 

 

 

122.9 

Purchase of fixed maturities

 

 

(11.9)

 

 

(28.6)

 

 

(90.8)

Net cash used for business acquisitions

 

 

(2.3)

 

 

(2.3)

 

 

(2.2)

Net cash provided by (used in) investing activities

 

 

55.8 

 

 

(5.3)

 

 

29.9 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from short-term intercompany borrowings

 

 

102.7 

 

 

 -

 

 

 -

Proceeds from debt borrowings

 

 

 -

 

 

 -

 

 

168.6 

Repurchases of debt

 

 

(15.1)

 

 

(0.7)

 

 

(93.6)

Dividends paid to shareholders

 

 

(74.2)

 

 

(67.0)

 

 

(60.0)

Repurchase of common stock

 

 

(127.3)

 

 

(20.4)

 

 

(78.2)

Proceeds from exercise of employee stock options

 

 

16.6 

 

 

12.6 

 

 

25.0 

Other financing activities

 

 

(11.2)

 

 

(3.6)

 

 

(5.1)

Net cash used in financing activities

 

 

(108.5)

 

 

(79.1)

 

 

(43.3)

Net change in cash and cash equivalents

 

 

(5.9)

 

 

(6.2)

 

 

(3.1)

Cash and cash equivalents, beginning of year

 

 

14.5 

 

 

20.7 

 

 

23.8 

Cash and cash equivalents, end of year

 

$

8.6 

 

$

14.5 

 

$

20.7 

Included in other operating cash flows was the cash portion of dividends received from unconsolidated subsidiaries. Cash payments of $5.1 million, $70.2 million and $12.5 million in 2015, 2014 and 2013, and investment assets of $76.9 million and $1.0 million were transferred to the parent company in 2015 and 2014, respectively, to settle dividend and other intercompany balances. There were no assets transferred to the parent company from its subsidiaries in 2013 to settle balances.

The condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto.

 

151

 


 

SCHEDULE III

THE HANOVER INSURANCE GROUP, INC.

SUPPLEMENTARY INSURANCE INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segments

 

 

Deferred acquisition costs

 

 

Future policy benefits, losses, claims and loss expenses

 

 

Unearned premiums

 

 

Other policy claims and benefits payable

 

 

Premium revenue

 

 

Net investment income

 

 

Benefits, claims, losses and settlement expenses

 

 

Amortization of deferred acquisition costs

 

 

Other operating expenses

 

 

Premiums written

Commercial,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal
and Other

 

$

385.5 

 

$

4,204.6 

 

$

1,892.3 

 

$

5.6 

 

$

3,653.6 

 

$

233.2 

 

$

2,367.4 

 

$

778.0 

 

$

508.5 

 

$

3,727.5 

Chaucer

 

 

123.3 

 

 

2,372.5 

 

 

651.7 

 

 

 -

 

 

1,051.2 

 

 

45.9 

 

 

516.7 

 

 

255.2 

 

 

154.5 

 

 

889.3 

Interest on Debt

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

60.1 

 

 

 -

Eliminations

 

 

 -

 

 

(8.3)

 

 

(3.2)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(7.4)

 

 

 -

Total

 

$

508.8 

 

$

6,568.8 

 

$

2,540.8 

 

$

5.6 

 

$

4,704.8 

 

$

279.1 

 

$

2,884.1 

 

$

1,033.2 

 

$

715.7 

 

$

4,616.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segments

 

 

Deferred acquisition costs

 

 

Future policy benefits, losses, claims and loss expenses

 

 

Unearned premiums

 

 

Other policy claims and benefits payable

 

 

Premium revenue

 

 

Net investment income

 

 

Benefits, claims, losses and settlement expenses

 

 

Amortization of deferred acquisition costs

 

 

Other operating expenses

 

 

Premiums written

Commercial, 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal
and Other

 

$

370.3 

 

$

3,966.3 

 

$

1,819.1 

 

$

5.1 

 

$

3,488.5 

 

$

226.1 

 

$

2,293.8 

 

$

748.5 

 

$

481.0 

 

$

3,578.7 

Chaucer

 

 

155.4 

 

 

2,425.8 

 

 

768.1 

 

 

 -

 

 

1,221.8 

 

 

44.2 

 

 

633.7 

 

 

291.5 

 

 

182.9 

 

 

1,231.4 

Interest on Debt

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

65.2 

 

 

 -

Eliminations

 

 

 -

 

 

(5.5)

 

 

(3.3)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(7.0)

 

 

 -

Total

 

$

525.7 

 

$

6,386.6 

 

$

2,583.9 

 

$

5.1 

 

$

4,710.3 

 

$

270.3 

 

$

2,927.5 

 

$

1,040.0 

 

$

722.1 

 

$

4,810.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segments

 

 

Deferred acquisition costs

 

 

Future policy benefits, losses, claims and loss expenses

 

 

Unearned premiums

 

 

Other policy claims and benefits payable

 

 

Premium revenue

 

 

Net investment income

 

 

Benefits, claims, losses and settlement expenses

 

 

Amortization of deferred acquisition costs

 

 

Other operating expenses

 

 

Premiums written

Commercial,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal
and Other

 

$

354.2 

 

$

3,847.0 

 

$

1,731.8 

 

$

4.1 

 

$

3,412.6 

 

$

226.3 

 

$

2,222.9 

 

$

729.8 

 

$

503.0 

 

$

3,435.2 

Chaucer

 

 

151.8 

 

 

2,381.5 

 

 

788.7 

 

 

 -

 

 

1,037.9 

 

 

42.7 

 

 

538.2 

 

 

241.2 

 

 

170.8 

 

 

1,117.5 

Interest on Debt

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

65.3 

 

 

 -

Eliminations

 

 

 -

 

 

(1.1)

 

 

(4.7)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(6.6)

 

 

 -

Total

 

$

506.0 

 

$

6,227.4 

 

$

2,515.8 

 

$

4.1 

 

$

4,450.5 

 

$

269.0 

 

$

2,761.1 

 

$

971.0 

 

$

732.5 

 

$

4,552.7 

 

 

 

 

 

152

 


 

 

 

SCHEDULE IV

THE HANOVER INSURANCE GROUP, INC.

REINSURANCE

Incorporate d herein by reference to Note 16 —“Reinsurance” in the Notes of the Consolidated Financial Statements included in Financial Statements and Supplemental Data of this Form 10-K.

 

 

153

 


 

SCHEDULE V

THE HANOVER INSURANCE GROUP, INC.

VALUATION AND QUALIFYING ACCOUNTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

 

 

 

 

 

(in millions)

Description

 

 

Balance at beginning of period

 

 

Charged to costs and expenses

 

 

Charged to other accounts (1)

 

 

Deductions

 

 

Balance at end of period

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

3.2 

 

$

9.7 

 

$

 -

 

$

(9.7)

 

$

3.2 

Allowance for uncollectible reinsurance recoverables (2)

 

 

15.9 

 

 

 -

 

 

0.2 

 

 

(6.4)

 

 

9.7 

 

 

$

19.1 

 

$

9.7 

 

$

0.2 

 

$

(16.1)

 

$

12.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

3.1 

 

$

9.4 

 

$

 -

 

$

(9.3)

 

$

3.2 

Allowance for uncollectible reinsurance recoverables

 

 

20.7 

 

 

0.9 

 

 

(0.3)

 

 

(5.4)

 

 

15.9 

 

 

$

23.8 

 

$

10.3 

 

$

(0.3)

 

$

(14.7)

 

$

19.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

2.8 

 

$

8.1 

 

$

 -

 

$

(7.8)

 

$

3.1 

Allowance for uncollectible reinsurance recoverables

 

 

16.9 

 

 

3.6 

 

 

0.5 

 

 

(0.3)

 

 

20.7 

 

 

$

19.7 

 

$

11.7 

 

$

0.5 

 

$

(8.1)

 

$

23.8 

 

(1)

Amount s ch arged to other accounts include foreign exchange gains and losses.

(2)

Includes a deduction of $5.4 million related to the transfer of the U.K. motor business on June 30, 2015.

 

154

 


 

 

SCHEDULE VI  

THE HANOVER INSURANCE GROUP, INC.

SUPPLEMENTAL INFORMATION CONCERNING PROPERTY AND CASUALTY INSURANCE OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliation with Registrant

 

 

Deferred acquisition costs

 

 

Reserves for unpaid claims and claim adjustment expenses (1)

 

 

Discount, if any, deducted from previous column (2)

 

 

Unearned premiums (1)

 

 

Earned premiums

 

 

Net investment income

Consolidated Property and Casualty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

508.8 

 

$

6,574.4 

 

$

 -

 

$

2,540.8 

 

$

4,704.8 

 

$

279.1 

2014

 

$

525.7 

 

$

6,391.7 

 

$

 -

 

$

2,583.9 

 

$

4,710.3 

 

$

270.3 

2013

 

$

506.0 

 

$

6,231.5 

 

$

 -

 

$

2,515.8 

 

$

4,450.5 

 

$

269.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Claims and claim adjustment expenses incurred related to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

Prior years

 

 

Amortization of deferred acquisition costs

 

 

Paid claims and claim adjustment expenses

 

 

Premiums written

2015

 

 

 

 

$

2,978.4 

 

$

(94.3)

 

$

1,033.2 

 

$

2,664.0 

 

$

4,616.8 

2014

 

 

 

 

$

3,026.6 

 

$

(99.1)

 

$

1,040.0 

 

$

2,727.6 

 

$

4,810.1 

2013

 

 

 

 

$

2,837.4 

 

$

(76.3)

 

$

971.0 

 

$

2,683.3 

 

$

4,552.7 

(1)

Reserves for unpaid claims and claim adjustment expenses are shown gross of $2,280.8 million, $1,983.0 million and $2,030.4 million of reinsurance recoverable on unpaid losses in 2015, 2014 and 2013, respectively. Unearned premiums are shown gross of prepaid premiums of $256.2 million, $197.8 million and $219.0 million in 2015, 2014 and 2013, respectively. Reserves for unpaid claims and claims adjustment expense also include policyholder dividends.

(2)

The Company does not use discounting techniques.

 

 

155

 


 

 

 

Exhibit 10.11

 

 

At a Meeting of the Compensation Committee of the Board of Directors of The Hanover Insurance Group, Inc. (the “ Company ”) held on February 22, 2016, the Committee unilaterally amended all outstanding stock options issued pursuant to The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “ 2006 Plan ”). The text of resolution amending such options is as follows:

RESOLVED:

That the terms of all outstanding stock options issued under the 2006 Plan are hereby amended automatically and without the consent of any holder thereof, to provide that in the event (i) Participant’s Employment is terminated by reason of death, or (ii) Participant is placed in LTD Status and remains in LTD Status throughout the LTD Extension Period (each a “ Pro Rata Vesting Date ”), Participant shall immediately vest in a pro-rata portion of his or her outstanding Stock Option and the unvested portion of the Stock Option shall be automatically cancelled and forfeited and returned to the Company for no consideration.  The pro-ration of the Stock Option that vests on the Pro Rata Vesting Date shall be determined by dividing the number of days (not to exceed 1,096) since the Grant Date by 1,096 and applying this percentage to the Stock Option.  In the event the Participant had already vested in a portion of the Stock Option prior to the Pro Rata Vesting Date, the number of Stock Options that vest shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had already vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested.  To the extent all or any portion of such Stock Option is outstanding and exercisable on the Pro Rata Vesting Date, the vested portion of the Stock Option shall remain exercisable until the earlier of (x) one (1) year following the Pro Rata Vesting Date, or (y) the Expiration Date. Capitalized terms used without definition shall have the meanings set forth in the applicable stock option agreement.

 

 

 

 


 

 

 

Exhibit 10.18

At a Meeting of the Compensation Committee of the Board of Directors of The Hanover Insurance Group, Inc. (the “ Company ”) held on February 22, 2016, the Committee unilaterally amended all outstanding stock options issued pursuant to The Hanover Insurance Group 2014 Long-Term Incentive Plan (the “ 2014 Plan ”). The text of resolution amending such options is as follows:

 

RESOLVED:

That the terms of all outstanding stock options issued under the 2014 Plan are hereby amended automatically and without the consent of any holder thereof, to provide that in the event (i) Participant’s Employment is terminated by reason of death, or (ii) Participant is Disabled (each a “ Pro Rata Vesting Date ”), Participant shall immediately vest in a pro-rata portion of his or her outstanding Stock Option and the unvested portion of the Stock Option shall be automatically cancelled and forfeited and returned to the Company for no consideration .  The pro-ration of the Stock Option that vests on the Pro Rata Vesting Date shall be determined by dividing the number of days (not to exceed 1,096) since the Grant Date by 1,096 and applying this percentage to the Stock Option.  In the event the Participant had already vested in a portion of the Stock Option prior to the Pro Rata Vesting Date, the number of Stock Options that vest shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had already vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested.  To the extent all or any portion of such Stock Option is outstanding and exercisable on the Pro Rata Vesting Date, the vested portion of the Stock Option shall remain exercisable until the earlier of (x) one (1) year following the Pro Rata Vesting Date, or (y) the Expiration Date. Capitalized terms used without definition shall have the meanings set forth in the applicable stock option agreement.

   

 

 


E xhibit 10.19

THE HANOVER INSURANCE GROUP, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qu alified Stock Option Agreement (the “ Agreement ”) is effective as of <GRANT DATE> (the “ Grant Date ”), by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “ Company ”), and <PARTICIPANT NAME>  ( Participant ” or “ you ”).  Capitalized terms used without definition herein shall have the meanings set forth in T he Hanover Insurance Group 2014 Long-Term Incentive Plan ( as it may be amended from time to time, the “ Plan ”).

PREAMBLE

WHEREAS, the Company considers it desirable and in the best interests of the Company that Participant be given an opportunity to acquire a proprietary interest in the Company in the form of options to purchase shares of Stock.

NOW , THEREFORE, for and in consideration of the foregoing and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

Grant of Option.  The Administrator hereby grants to Participant a non-statutory stock option (the “ Stock Option ”) to purchase <NUMBER OF OPTIONS> shares of Stock (the “ Shares ”), for a price of <GRANT PRICE> per share (the “ Option Price ”), which is not less than the per-Share fair market value on the Grant Date.  The Stock Option is intended to be, and is hereby designated, a non-statutory option that does not qualify as an incentive stock option as defined in Section 422.

2.

Expiration of Option To the extent not earlier terminated, forfeited or expired, t he Stock Option shall automatically terminate and cease being exercisable on the tenth anniversary of the Grant Date (the “ Expiration Date ”). 

3.

Vesting .  Subject to the terms of this Agreement and the Plan, and provided Participant remains continuously an Employee of the Company or one of its A ffiliates ( the Company and its A ffiliates hereinafter referred to as “ THG”) through the applicable vesting date, the Stock Option shall vest and become exercisable in the following cumulative installments:

·

As to one third  ( 33 .33 %) of the total number of Shares, on the first anniversary of the Grant Date;

·

As to an additional   one third (33 .33 %) of the total number of Shares, on the second anniversary of the Grant Date;  and

·

As to the remaining Shares, on the third anniversary of the Grant Date. 

On the first two vesting dates set forth above, to the extent the Stock Option would other wise become exercisable with respect to a fractional Share, such Share shall be rounded do wn so that the Stock Option is only exercisable with respect to a whole number of Shares .

4. Termination of Employment and Other Events

(a)   Termination for Cause .  If Participant's Employment is terminated fo r Cause or occurs in circumstances that in the sole discretion of the Administrator would have constituted grounds for Participant’s Employment to be terminated for Cause , effective immediately prior to such termination, the Stock Option, whether or not vested, shall be automatically cancelled and forfeited and be returned to the Company for no consideration.

(b)   Voluntary Termination . If Participant voluntarily terminates his/her Employment, effective immediately prior to such termination, any portion of the Stock Option that is not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) three (3) months following the date of termination, or (ii) the Expiration Date.

 


 

2

 

(c)   Disability .  Subject to the remainder of this Section 4(c), if Participant is Disabled prior to the date this Stock Option becomes fully vested and exercisable pursua nt to Section 3, (i) a prorated portion of th is Stock Option shall automatically vest on the date Participa nt is Disabled, and (ii ) the remaining   unvested portion of this Stock Option shall be automatically canceled and forfeited and returned to the Company fo r no consideration . To the extent all or any p ortion of this Stock Option is outstanding and exercisable on the date Participant is Disabled , the vested portion of the Stock Option shall remain exe rcisable until the earlier of (x ) one (1) year following the date Participant is Disabled , or (y ) the Expiration Date.   For purposes of this subsec tion, the pro-ration of the Stock Option that vest s on the date Participant is Disabled shall be determined by dividing the number of days since the Grant Date by 1,09 6 and app lying this percentage to the Stock Option .     In the event the Participant had   alr eady vested in a portion of the   Stock Option prior to becoming Disabled, the number of Stock Options that   vest upon becoming Disabled shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had a lready vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested   For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, for a period of twelve consecutive months, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and has been receiving income replacement benefits for a period of twelve consecutive months under the Company’s Long-Term Disability Program.  The date that Participant is Disabled for purposes of this Agreement is the twelve-month anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program. 

If Participant ceases to receive benefits under the Company’s Long-Term Disability Program prior to becoming Disabled and immediately returns to active Employment, the Stock Option will continue to vest in accordance with Section 3 of this Agreement.

(d)   Death.  If Participant ’s Employment is terminated due to his or her death prior to the date this Stock Option becomes fully vested and exercisable pursua nt to Section 3, (i ) a pr orated portion of the Stock Option shall automatically vest on the date Participant dies , and (ii ) the remaining unvested portion of the Stock Option shall be automatically canceled and forfeited and returned to t he Company for no consideration.   To the extent all or any portion of the Stock Option is outstanding and exercisabl e on the date Participant dies, the vested   portion of the Stock Option shall remain exe rcisable until the earlier of (x ) one (1) year following the date Participant dies , or (y ) the Expiration Date.  For purposes of this subsec tion, the pro-ration of the Stock Option that vest s on the date Participant dies shall be determined by dividing the number of days since the Grant Date by 1,09 6 and app lying this percentage to the Stock Option .   In the event the Participant had   alr eady vested in a portion of the   Stock Option prior to his or her death , the number of Stock Options that shall vest upon death   shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had a lready vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested  

( e )   Covered Transaction/Change in Control .  In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the Stock Options ,   take one of the actions set forth in Section s 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply: 

(i) Except as provided below in Section 4( e )(ii), in the event of a Change in Control , to the extent the Stock Options are outstanding immediately prior to the Change in Control , Participant shall automatically vest in 100% of the Stock Options.


 

3

 

(ii) Notwithstanding Section 4( e )(i), no acceleration of vesting shall occur with respect to the Stock Options if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “ Alternative Award ”), by Participant's employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must:

(A) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;

(B) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Award, including, but not limited to, an identical or better vesting schedule;

(C) have substantially equivalent economic value to this Award (determined at the time of the Change in Control); and

(D) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below) prior to the third anniversary of the Grant Date , Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse. 

For this purpose, “Good Reason” shall mean the occurrence of one or more of the events listed below following a Change in Control:

(X) to the extent you are a “Participant” (as that term is defined in the CIC Pla n) in the Company’s Amended and Restated Employment Continuity Plan or its successor plan (the “ CIC Plan ”), the occurrence of any of the events enumerated under the definition of “Good Reason” applicable to Participant’s “Tier” Level as set forth in CIC Plan; or

(Y) to the extent you are not a “Participant” in the CIC Plan, the occurrenc e of any of the following (A) a   reduction in your rate of annual base salary as in effect immediately prior t o such Change in Control; (B) a   reductio n in your annual short-term incentive compensation plan target award opportunity (but exclu ding the conversion of any cash incentive arrangement into an equity incentive arrangement of commensurate value or vice versa) from that which was in effect immediately prior to such Change in Control; or (C) any requirement that you relocate to an office more than 35 miles from the facility where you were located immediately prior to the Change in Control.

(iii)  In the event Participant believes a “Good Reason” event has been triggered, Participant must give the Company written notice within 30 days of the occurrence of such triggering event and a proposed termination date which shall not be sooner than 60 days nor longer than 90 days after the date of such notice.  Such notice shall specify Participant’s basis for determining that “Good Reason” has been triggered.  The Company shall have the right to cure a purported “Good Reason” within 30 days of receipt of said notice.

(iv) Notwithstanding Sections 4( e )(i) and 4( e )(ii) above, the Administrator may elect, in its sole discretion at a time prior to the effective date of the Change in Control, to accelerate all of the Stock Options.

(f)   Retirement .  If Participant ’s Employment terminates as a result of   his/her Retire ment , effective immediately prior to the effective date of Participant’s Retirement, any portion of the Stock Option that is not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisa ble until the earlier of (i) three  ( 3 ) year s following the effective date of Participant’s Retirement, or (ii) the Expiration Date.


 

4

 

For the purpose of this Agreement, “ Retire ment ”   shall be deemed to occur if (i) Participant’s Employment terminates (other than for Cause), (ii) he or she is 65 years of age or older, as of such termination date, and (iii) immediately prior to such termination, Participant has been continuously Employed for 10 or more years.

( g )   Involuntary Termination .  If Participant’s Employment is terminated (other than as a result of the events set forth above in this Section 4), effective immediately prior to such termination, any portion of the Stock Option that is not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) three (3) months following the date of termination, or (ii) the Expiration Date.

5. Notice of Exercise and Payment for Shares .  This Stock Option may be e xercised by Participant or, if appropriate, Participant’s legal representative, by giving written notice to the Administrator sta ting the number of Shares to be purchased.  Such notice must be accompanied by payment in fu ll of the Option Price for the Shares to be purchased.

Exercise n otices hereunder shall be in such form as is acceptable to the Administrator, including by electronic notice with electronic signature .  If notice is provided by a person other than Participant, this Stock Option will not be deemed to have been exercised until the Administrator has received such evidence as it may require that the person exercising the Stock Option has the right to do so.

For all other notices, such notices must be in writing and, if to the Company, shall be delivered personally to the Human Resources Department or such other party as designated by the Company or mailed to its principal office and, if to the Participant, shall be delivered personally or mailed to the Participant at his or her address on the records of the Company.

Payment may be made in ( a ) shares of Stock (including through a “net exercise” (a s set forth in subsection ( b )) , ( b ) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock that would otherwise be issued upon exercise of the Stock Option by a number of whole shares having a fair market value equal to the aggregate Option Price of the Stock Opti on , ( c ) cash or a combination of shares of Stock and cash for the number of Shares specified, or ( d ) through a broker-assisted exercise program acceptable to the Administrator. 

To the extent that the Option Price of this Stock Option is less than the fair market value of a share of Stock   by $0.50 or more on the date described below (determined by using the closing price of a share of Stock on such date, or if the Stock is not traded on such date, the most recent date on which the S tock was traded), this Stock Option, to the extent then outstanding and vested, will be automatically exercised, without any action required on behalf of Participant, by a “net exercise” as described in clause ( b ) of the paragraph above, on (x) the Expiration Date, if Participant has remained continuously Employed from the Grant Date through the Expiration Date, or (y) on the last day of the post-termination exercise period of this Stock Option as set forth in Section 4 above, in the case the Employment of Participant was involuntarily terminated by the Company for reasons other than for Cause , was terminated by reason of death ,   being Disabled   or Retirement , or voluntarily terminated by Participant.

6. Delivery of Shares .  Upon receipt of notice and payment as provided hereunder , the Company shall make delivery of such Shares within a reasonable period, but in no event later than 30 days.


 

5

 

7. Non-Hire/Solicitation/Confidentiality /Code of Conduct As a condition of Participant’s eligibility to receive this Stock Option and regardless of whether such Stock Option vest s or is exercised, Participant agrees that he or she will ( a ) not, directly or indirectly, during the term of Participant’s E mployment, and for a period of one year thereafter, hire, solicit, entice away or in any way interfere with THG’s relationship with, any of its officers or employees, or in any way attempt to do so or participate with, assist or enco urage a third party to do so,  ( b ) neither disclose any of THG’s confidential and proprietary information to any third party, nor use such information for any purpose other than for the benefit of THG and in accordance with THG policy ; ( c ) not, during the term of Partici p a nt’s E mployment, and for a period of one year thereafter, interfere with or seek to interfere with, THG’s relationships with any of its policyholders, customers, clients, agents or vendo rs; and ( d ) at all times comply with (i) THG’s Code of Conduct and other policies and procedures as in effect from time to time , and (ii) any non-competition, non-disclosure, non-solicitation or similar agreement he or she may have with the Company or its Affiliates .  The terms of this Section 7 shall survive the expiration or earlier termination of this Agreement.

8.             Specific Performance/Damages .  

(a) Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement , the Company would be irreparably harmed and could not be made whole by monetary damages.  Participant accordingly agrees to waive the defense in any action for injunctive relief or specific performance that a remedy at law would be adequate and that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of Section 7.

(b) In addition to any other remedy to which the Company may be entitled at law or in equity (including the remedy provided in the preceding paragraph), Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement, Participant shall be required to refund to the Company the value received by Participant upon exercise of the Stock Options measured by the amount that the "Stock Value" exceeds the Option Price ; provided, however, that the Company makes any such claim, in writing, against Participant alleging a violation of Section 7 not later than two years following Participant’s termination of E mployment .  The Stock Value shall be the sale price of the Shares issued upon exercise of the Stock Option, if and to the extent such Shares were sold on the date of such exercise; otherwise, the Stock Value shall be the closing price of Shares as reported on the New York Stock Exchange (or such other exchange or facility as is determined by the Administrator if the Shares are not then traded on the New York Stock Exchange) on the date of the exercise of the Stock Option .

9. Successors .  The provisions of this Agreement will benefit and will be bindin g upon the permitted assigns, successors in interest, personal representatives, estates, heirs and legatees of each of th e parties hereto. However, the Stock Option is non-assignable, except as may be permitted by the Plan.

10. Interpretation The terms of the Stock Option are as set forth in this Agreemen t and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agree ment is limited by and subject to the express terms and provisions of the Plan. In the event of a conf lict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1 1 .           Facsimile or Electronic Signature .  The parties may execute this Agreem ent by means of a facsimile or electronic signature.

1 2 .           Entire Agreement; Counterparts .  This Agreement and the Plan contains th e entire understanding between the parties concerning the subject contained in this Agreement.  Except f or the Agreement and the Plan, there are no representations, agreements, arrangements, or understanding s, oral or written, between or among the parties hereto, relating to the subject matter of this Agreement , that are not fully expressed herein.  This Agreement may be signed in one or more counterparts, all of which shall be considered one and the same agreement.

1 3 .           Further Assurances .  Each party to this Agreement agrees to perform all further acts and to execute and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement. 

 


 

6

 

1 4 .           Severability .  In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the vali dity and enforceability of the remaining provisions, or portions thereof, will not be affected, and such une nforceable provisions shall be automatically replaced by a provision as similar in terms as may be valid and enforceable.

1 5 .           Construction .  Whenever used in this Agreement, the singular number will incl ude the plural, and the plural number will include the singular, and the masculine or neuter gender shall include the masculine, feminine,   or neuter gender.  The headings of the Sections of this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes.  The Administrator shall have full discretion to interpret and administer this Agreement.  Any actions or decisions by the Ad ministrator in connection with this Agreement shall be conclusive and binding upon Participant.

1 6 .           No Effect on Employment .  Nothing contained in this Agreement shall be con strued to limit or restrict the right of THG to terminate Participant’s Employment at any time, with or without cause, or to increase or decrease Participant’s compensation from the rate of compensation in existence at the time this   Agreement is executed.

1 7 .         Taxes The exercise of this Stock Option will give rise to “wages” subje ct to withholding.  Participant expressly acknowledges and agrees that Participant’s rights hereunder, including the right to be issued S hares upon exercise, are subject to Participant promptly remit ting to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) any amounts determined by th e Company to be required to be wit hheld .   No S hares will be transferred pursuant to the exercise of this Stock Option unless and until the person exercising this Stock Option has remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes.  Participant authorizes the Company to withhold such amount from any amounts otherwise owed to Participant. T he Company may , at its option ,   withhold a sufficient number of S hares to satisfy the minimum federal, s tate and local tax withholding due and remit the balance o f the Shares to Participant .  If this Stock Option is automatically exercised as provided in the last paragraph of Section 5 above   or if Participant pays the Option Price through a “net exercise” of th is Stock Option as provided by Section 5 above, the minimum federal, state and local tax withholding due in connection with the exercise of this Stock Option shall be satisfied by the Company withholding a sufficient number of Shares to satisfy with minimum federal, state and local tax withholding due.    

The Company m akes no representations to Participant with respect to the tax treatment of any amount paid or payable pursuant to this Award .  While this Award is intended to be interpreted and operated to the extent possible so that any such amounts shall be exempt from the requirements of Section 409A , in no event sha ll the Company be liable to Participant for or with respect to any taxes, penalties and/or interest which may be imposed upon any such amounts pursuant to Section 409A or any other federal or state tax law.  To the extent that any such amount should be subject to Section 409A (or any other federal or   state tax law), Participant shall bear the entire risk of any such taxes, penalties and or interest.

1 8 .         Waiver of Jury Trial.     By accepting this Award under the Plan, Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under ( a ) the Plan, ( b ) the Prior Plan, ( c ) any Award, ( d ) any award granted under the Prior Plan, or ( e ) any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection with any of the foregoing, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury.

19 .         Additional Restrictions .  The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock Option s (in whole or in part) at any time if Participant is not in compliance with all applicable provisions of this Agreement and the Plan, or if Participant breaches any agreement with THG, including with respect to the Code of Conduct or other policies of THG, or any non-competition, non-solicitation, confidentiality or other similar provisions.  Without limiting the generality of the foregoing, th e Administrator may recover the Stock Option s and payments under or gain in respect thereto to the extent required to comply with Section 10D of the Securities Exchange Act of 1934, as amended, or any stock exchange or similar rule adopted under said Section.  In addition, rights, payments and benefits under this Award shall be subject to repayment to, or recoupment by, THG in accordance with any clawback or recoupment policies and procedures that THG may adopt from time to time.


 

7

 

 

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Grant Date.

 

 

THE HANOVER INSURANCE GROUP, INC.

By:

Name: Christine Bilotti-Peterson

Title: Senior Vice President & CHRO

<PARTICIPANT NAME>

 

 

 


Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART I

(As amended and restated generally effective January 1, 2016)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART I

TABLE OF CONTENTS

PAGE

 

 

 

 

 

 

ARTICLE I  

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

1.01  

General Statement

1.02  

Name of Plan

1.03  

Purpose

1.04  

Restated Plan Effective Date

ARTICLE II  

DEFINITIONS

ARTICLE III  

PARTICIPATION REQUIREMENTS

21 

3.01  

Participation Requirements

21 

3.02  

Classification Changes

23 

3.03  

Participant Cooperation, Participant Refusal

23 

ARTICLE IV  

PARTICIPANT ACCOUNTS

23 

4.01  

Establishment of Accounts

23 

4.02  

Allocations to Accounts

24 

4.03  

Adjustments of Accounts

24 

4.04  

Distributions

24 

ARTICLE V  

EMPLOYER CONTRIBUTIONS

25 

5.01  

Employer Contributions

25 

5.02  

Payment of Contributions to Trustee

25 

5.03  

Receipt of Contributions by Trustee

25 

ARTICLE VI  

RETIREMENT AND DISABILITY BENEFITS

26 

6.01  

Normal Retirement Benefit

26 

6.02  

Early Retirement Benefit

26 

6.03  

Subsidized Early Retirement Benefit

28 

6.04  

Late Retirement Benefit

31 

6.05  

Disability Benefit

31 

6.06  

Distribution of Benefits

32 

6.07  

Qualified Joint and Survivor Annuity for Married Participants

35 

6.08  

Supplementary Pension Benefits

37 

6.09  

Suspension of Retirement Benefits

39 

6.10  

Rollovers to Other Qualified Plans

40 

ARTICLE VII  

DEATH BENEFITS

43 

7.01  

Pre-Retirement Death Benefits

43 

7.02  

Death Benefits for Certain Dependent Spouses

45 

ARTICLE VIII  

BENEFITS UPON TERMINATION FROM SERVICE

47 

8.01  

In General

47 

8.02  

Termination Benefits

47 

Part I

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8.03  

Forfeitures

49 

8.04  

Resumption of Service

50 

8.05  

Service with Affiliates

50 

8.06  

Distribution of Benefits

50 

8.07  

Cashout Repayment Option

50 

8.08  

Early Retirement Election

51 

8.09  

Amendment to Vesting Schedule

51 

 

 

 

Part I

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ARTI CLE I

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

1.0 1      General Statement .  The Hanover Insurance Group Cash Balance Pension Plan (the “ Plan ”) consists of three parts, Part I, Part II and Part III.  Part I of the Plan provides a cash balance and pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Cash Balance Pension Plan”.  Part II of the Plan provides a pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Agents’ Pension Plan”.  Part III of the Plan contains provisions applicable to each of Part I and Part II. 

The provisions of Part III of the Plan shall override any provision of Part I and or Part II of the Plan as provided in Part III of the Plan. 

The benefits payable to eligible Participants under Part I of the Plan are governed by the terms and conditions of Part I of the Plan and Part III of the Plan.  The definitions of terms as used in this Part I of the Plan are as set forth in Article II, except as otherwise provided in this Article I.

1.0 2       Name of Plan .  The prior version of this Part I of the Plan, known as The Allmerica Financial Cash Balance Pension Plan, generally effective January 1, 1997 (“ The   Allmerica Cash Balance Plan ”), was an amendment and restatement of the State Mutual Companies’ Pension Plan.  It was adopted by First Allmerica Financial Life Insurance Company (“ First Allmerica ”) and its affiliates, Citizens Insurance Company (“ Citizens ”) and The Hanover Insurance Company (“ Hanover ”).  Effective January 1, 1995, the State Mutual Companies Pension Plan added a cash balance benefit.  Effective December 31, 1994, benefit accruals provided under the integrated unit credit benefit formula of the State Mutual Companies’ Pension Plan were frozen for all Participants, except Participants eligible for certain continuing benefit accruals.  Certain other accruals and benefits under this Part I of the Plan were subsequently frozen as provided in this Part I.

Prior versions of this Part I of the Plan were sponsored by First Allmerica, formerly known as State Mutual Life Assurance Company of America, from January 1, 1941 to December 31, 2007.  Effective January 1, 2008, this Part I of the Plan was adopted by Hanover, an Affiliate of First Allmerica, as the sole Employer.  Effective January 1, 1992, a prior version of this Part I of the Plan was merged with The Allmerica Financial Agents’ Pension Plan (formerly known as the State Mutual Agents’ Pension Plan) (the “ Agents’ Pension Plan ”). 

Benefits payable under the Agents’ Pension Plan are set forth in Part II of the Plan.  Parts I and II of the Plan are permissively aggregated for purposes of the qualification and non-discrimination requirements applicable to the Plan under Code Sections 401 and 410.

Part I - 1

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1.0 3       Purpose .  The Plan has been established for the exclusive benefit of Participants and their Beneficiaries and as far as possible shall be interpreted and administered in a manner consistent with this intent and consistent with the requirements of Code Section 401.

Subject to Article IV of Part III of the Plan and to Section 10.04 of Part III of the Plan, which relates to the return of Employer contributions under special circumstances, until such time as the Plan has been terminated and all Plan liabilities have been satisfied, under no circumstances shall any assets of the Plan, or any contributions made under the Plan, be used for, or diverted to, purposes other than for the exclusive benefit of the Participants and their Beneficiaries and to defray reasonable expenses incurred in the administration of the Plan.

1. 04         Restated Plan Effective Date .  The “ effective date ” of this amended and restated Part I of the Plan is January 1, 2016 (except for those provisions of this Part of the Plan which have an alternative effective date).  Except to the extent otherwise specifically provided in this Part I of the Plan, (i) the provisions of this amended and restated Part I of the Plan shall apply to a Participant who is in the employ of the Employer on or after January 1, 2016.  The rights and benefits of any Participant whose employment with the Employer terminated prior to January 1, 2016 shall be determined in accordance with the provisions of this Part I of the Plan as were in effect at the appropriate time or times prior to January 1, 2016; provided, however, that if the Accrued Benefit of any such Participant has not been completely distributed before January 1, 2016, then such Accrued Benefit shall be accounted for and distributed in accordance with the provisions of this version of Part I of the Plan, but only to the extent that any such provision is not inconsistent with Part III of the Plan and subject to the requirements of applicable law.

ART ICLE II

DEFINITIONS

All section and article references in this Part I are to section and article references in this Part I, except as otherwise expressly provided.

As used in Parts I, II and III of the Plan, the following words and phrases shall have the meanings set forth in this Part I, unless a different meaning is clearly required by the context or is otherwise provided in Part II and or Part III of the Plan.

2.01       Accrued Benefit ”:

(a)        means, except as provided in Section 2.01(b) below, the sum of (i) the monthly retirement benefit payable as a single life annuity to the Participant beginning on his or her Normal Retirement Date which is the Actuarial Equivalent of the Participant’s Projected Account Balance, plus (ii) the Participant’s Grandfathered Benefit, if any.

(b)         means, with respect to the minimum benefit for Non-Key Employee Participants in a Top Heavy Plan, the sum of such benefits earned by the Participant, which

Part I - 2

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benefits are payable at the Participant’s Normal Retirement Date and are described in Section 2.03 of Part III of the Plan.

2.02       Actuarial Equivalent ” means a benefit having the same value as the benefit or benefits otherwise payable.  Except as otherwise provided in this Section, the present value of any benefit determined under the terms of the Part I of the Plan will be the actuarial equivalent of the no-death benefit life annuity retirement benefit specified in Section 6.01.

Actuarial Equivalent life annuity settlements of Participants' Projected Account Balances or of optional life annuity Top Heavy Plan benefits will be computed utilizing (i) the Code Section 417 Mortality Table for determining the amount payable to a Participant having an annuity starting date on or after January 1, 2004, and (ii) the Code Section 417 Interest Rate for determining the amount payable to a Participant having an annuity starting date that occurred from January 1, 2004 through December 31, 2007, and the Code Section 417 Applicable Interest Rate for determining the amount payable to a Participant having an annuity starting date on or after January 1, 2008.

Optional annuity settlements of Grandfathered Benefits and of the Actuarial Equivalent monthly life annuity derived from a Participant's Projected Account Balance will be computed utilizing the 1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.  Adjustment factors used to determine optional forms of Grandfathered Benefits and of the Actuarial Equivalent monthly life annuity derived from a Projected Account Balance are included in Exhibit A, attached hereto and made a part of Part I of the Plan.

Adjustment factors used to determine optional Grandfathered Benefits not illustrated and used to determine optional annuities for the Actuarial Equivalent monthly life annuity derived from a Projected Account Balance not included in the preceding paragraph, if any, will be computed on an actuarial basis consistent with that used in computing the factors shown in Exhibit A.

The present value (including, but not limited to, for purposes of Section 7.01(a)(i)(B), Section 7.01(a)(ii)(B), determining eligibility for cashout distributions under Sections 6.06 and 8.02 and determining the amount of any lump sum distribution of a Grandfathered Benefit or a benefit for Non-Key Employee Participants in a Top Heavy Plan) shall be determined on the basis of (i) the mortality rates specified above and an interest rate of 7% per annum, or (ii) the Code Section 417 Mortality Table and the Code Section 417 Interest Rate (or for determining the amount payable to a Participant having an annuity starting date on and after January 1, 2008, the Code Section 417 Applicable Interest Rate), whichever produces the greater benefit.

The preceding paragraphs shall not apply to the extent they would cause the Plan to fail to satisfy the requirements of Article IV of Part III of the Plan or Section 2.03 of Part III of the Plan.

For purposes of the Part I of the Plan,

Part I - 3

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(a)         the “ Code Section 417 Mortality Table ” means the applicable mortality table prescribed by the Secretary of the Treasury pursuant to Code Section 417(e)(3), as in effect from time to time; provided, however, that notwithstanding the preceding provisions of this paragraph, for distributions commencing on or after December 31, 2002 and prior to January 1, 2008, the Code Section 417 Mortality Table means the Table set forth in Revenue Ruling 2001-62 and for purposes of determining the amount payable to a Participant with an annuity starting date on or after January 1, 2008, the Code Section 417 Mortality Table means the Table set forth in Revenue Ruling 2007-67 or such other Table as may be prescribed by the Secretary of the Treasury pursuant to Code Section 417(e)(3);

(b)          for periods beginning on and after January 1, 2004, the “ Code Section 417 Interest Rate ” means, for the Plan Year which contains the annuity starting date for the distribution, the annual rate of interest on 30-year Treasury securities in effect for the second month immediately preceding the first day of the Plan Year ( e.g. , November 2006 for the 2007 Plan Year); and

(c)         for periods beginning on and after January 1, 2008, the “ Code Section 417 Applicable Interest Rate ” means, for the Plan Year which contains the annuity starting date for the distribution, the applicable interest rate described by Code Section 417(e) after its amendment by the Pension Protection Act of 2006, which rate more specifically shall be the adjusted first, second, and third segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) (without considering any adjustment under rules similar to the rules of Code Section 430(h)(2)(C)(iv)) for the lookback month used to determine the previously applicable interest rate on 30-year Treasury securities ( e.g. , November 2009 for the 2010 Plan Year) or for such other time as the Secretary of the Treasury may by regulations prescribe.

(d)         For purposes of determining the Code Section 417 Applicable Interest Rate, the first, second, and third segment rates are the first, second, and third segment rates which would be determined under Code Section 430(h)(2)(C) (without considering any adjustment under Code Section 430(h)(2)(C)(iv)) if:

(i)          Code Section 430(h)(2)(D) were applied by substituting the average yields for the month described in clause (ii) below for the average yields for the 24-month period described in such Code section, and

(ii)         Code Section 430(h)(2)(G)(i)(II) were applied by substituting “Section 417(e)(3)(A)(ii)(II)” for “Section 412(b)(5)(B)(ii)(II)”, and

(iii)        The applicable percentage under Code Section 430(h)(2)(G) is treated as being 20% in 2008, 40% in 2009, 60% in 2010, and 80% in 2011.

2.03       (a)         Affiliate ” means any incorporated Career Agent of an Employer and corporation affiliated with the Employer through the action of such corporation’s board of directors and the Employer’s Board of Directors. 

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( b )          Affiliate ” also means:

(i)          Any corporation or corporations which together with the Employer constitute a controlled group of corporations or an “affiliated service group”, as described in Code Sections 414 (b) and 414 (m), as now enacted or as later amended and in regulations promulgated thereunder; and

(ii)         Any partnerships or proprietorships under the common control of the Employer.

2.04       Age ” means, except for purposes of determining lump sum cash distributions and optional life annuity benefits, the age of a person at his or her last birthday.  Lump sum cash distributions and optional life annuity benefits will be determined on the basis of a person’s age nearest birthday.

2.05       Allocation ” means an amount equal to the percentage   of a Participant’s Eligible Compensation specified below for each of the Plan Years commencing on or after January 1, 1995 and prior to January 1, 2005. 

Plan Year

Percentage

1995

7%

1996

7%

1997

7%

1998

7%

1999

7%

2000

7%

2001

5%

2002

3%

2003

5%

2004

5.5%

 

 

An Employee will not receive more than one Allocation for any Plan Year with respect to the same Compensation.

2.06       Annuity Commencement Date ” means the date as of which a benefit commences under the Plan.

2.07       Beneficiary ” means the person, trust, organization or estate designated to receive Plan benefits payable on or after the death of a Participant.

2.08       Compensation ” means:

Part I - 5

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(a)          For purposes of determining a Participant’s Allocation specified in Section 4.02, the total wages or salary, overtime, bonuses, and any other taxable remuneration paid to an Employee by the Employer during the Plan Year, while the Employee is a Participant, as reported on the Participant’s W-2 for the Plan Year; provided, however, that Compensation for this purpose shall be determined without reduction for (i) any Code Section 401(k) salary reduction contributions contributed on the Participant’s behalf for the Plan Year to any defined contribution plan sponsored by the Employer and (ii) the amount of any salary reduction contributions contributed on the Participant’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Employer.

Notwithstanding the above, Compensation for the above purpose shall not include:

(i)          incentive compensation paid to Participants pursuant to the Employer’s Executive Long Term Performance Unit Plan or pursuant to any similar or successor executive compensation plan;

(ii)         Employer contributions to a deferred compensation plan or arrangement (other than salary reduction contributions to a Code Section 401(k) or Code Section 125 plan, as described above) either for the year of deferral or for the year included in the Participant’s gross income;

(iii)        any income which is received by or on behalf of a Participant in connection with the grant, receipt, settlement, exercise, lapse of risk of forfeiture or restriction on transferability, or disposition of any stock option, stock award, stock grant, stock appreciation right or similar right or award granted under any plan, now or hereafter in effect, of the Employer or any successor to the Employer, the Employer’s parent, any such successor’s parent, any subsidiaries or affiliates of the Employer, or any stock or securities underlying any such option, award, grant or right;

(iv)        severance payments paid in a lump sum;

(v)         Code Section 79 imputed income or long term disability and workers’ compensation benefit payments;

(vi)        taxable moving expense allowances or taxable tuition or other educational reimbursements;

(vii)       for Plan Years commencing after December 31, 1998, compensation paid in the form of commissions;

(viii)     non-cash taxable benefits provided to executives, including the taxable value of Employer-paid club memberships, chauffeur services and Employer-provided automobiles; and

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(ix)     other taxable amounts received other than cash compensation for services rendered, as determined by the Plan Administrator.

(b)          For purposes of Section 2.03 of Part III of the Plan and for purposes of Article IV of Part III of the Plan, the term “ Compensation ” means a Participant’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a non-accountable plan (as described in Section 1.62-2(c) of the Treasury Regulations), and excluding the following:

(i)          Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation;

(ii)         amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii)       amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(iv)        other amounts which receive special tax benefits.

For Plan Years commencing after December 31, 1997, Compensation for purposes of the Part I of the Plan shall also include Employee elective deferrals under Code Section 402(g)(3), and amounts contributed or deferred by the Employer at the election of the Employee and not includible in the gross income of the Employee, by reason of Code Sections 125, 132(f)(4), 402(e)(3) and 402(h)(1)(B).

Additionally, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage (deemed Code Section 125 compensation).  Such an amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

(c)          Notwithstanding Sections 2.08(a) and (b) above, for Plan Years beginning on or after January 1, 1994 and prior to January 1, 2002, the annual Compensation of each Participant taken into account for determining all benefits provided under

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Part I of the Plan for any determination period shall not exceed $150,000.  This limitation shall be adjusted for inflation by the Secretary under Code Section 401(a)(17)(B) in multiples of $10,000 by applying an inflation adjustment factor and rounding the result down to the next multiple of $10,000 (increases of less than $10,000 are disregarded).  The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined beginning in such calendar year.

If Compensation is being determined for a Plan Year that contains fewer than 12 calendar months, then the annual Compensation limit is an amount equal to the annual Compensation limit for the calendar year in which the Compensation period begins multiplied by the ratio obtained by dividing the number of full months in the period by 12.

If Compensation for any prior determination period is taken into account in determining a Participant’s benefits for the current Plan Year, the Compensation for such prior determination period is subject to the applicable annual compensation limit in effect for that prior period.  For this purpose, in determining benefits in Plan Years beginning on or after January 1, 1989, the annual Compensation limit in effect for determination periods beginning before that date is $200,000.  In addition, in determining benefits in Plan Years beginning on or after January 1, 1994, the annual Compensation limit in effect for determination periods beginning before that date is $150,000.

(d)          Notwithstanding the foregoing, the annual Compensation of each Participant taken into account in determining benefit accruals in any Plan Year beginning after December 31, 2001, shall not exceed $200,000.  Annual compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Part I of the Plan (the “ determination   period ”).  For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, the annual Compensation for any prior determination period shall be limited to $200,000.

The $200,000 limit on annual Compensation for determination periods beginning after December 31, 2001 shall be adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B).  The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

2.09      Credited Service ” means and includes all Hours of Service (except excluded Hours described in Sections 2.23(b), (c), (g) and (h)) completed with the Employer as an eligible Employee on and after the date an Employee becomes a Participant in Part I of the Plan.

For purposes of the Part I of the Plan, a Participant shall receive a Year of Credited Service for each Plan Year in which he or she completes at least 1,000 Hours of Credited Service; provided that for the Plan Year in which an Employee initially becomes a

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Participant in Part I of the Plan, such Participant shall receive a Year of Credited Service if he or she completes at least 1,000 Hours of Service in the Plan Year.

A Participant who is absent because of sickness or injury shall receive Credited Service for the period described in Sections 2.23(b) or (g).  Except as provided in Section 6.05, if any such absence continues beyond such period, the Participant shall receive no further Credited Service.

Notwithstanding the rules for determining Credited Service described above:

(i)          Eligible Re-employed Pensioners of First Allmerica, Citizens, Hanover and General Agents of First Allmerica (as each is described in Section 6.09) shall receive no further Credited Service for periods of re-employment following their retirement unless they complete at least 1,000 Hours of Service in a Plan Year.

(ii)         If during a Plan Year a Participant is employed by the Employer as a member of an eligible class of Employees and is also employed by an Affiliate, employed as a member of an ineligible class of Employees, or employed as a Career Agent or General Agent of First Allmerica, he or she shall receive Credited Service under this Part I of the Plan only for Hours of Service completed while employed as a member of an eligible class of Employees.

(iii)        For purposes only of determining eligibility for early retirement and eligibility for the Rule of 85 and Rule of 95 subsidized Early Retirement Benefits described in Section 6.02, but not for purposes of computing the amount of benefits payable, Credited Service shall include Hours of Service completed with Craftsman Insurance Company and the Hanover Life Insurance Company, both former affiliates of Hanover, and as a Career Agent or General Agent of First Allmerica.

2.10      Determination Date ” means the date as of which a Participant’s Accrued Benefit is calculated.

2.11      Eligible Compensation ” means the Compensation taken into account for purposes of determining a Participant’s Allocation for a Plan Year pursuant to Section 4.02.  If a Participant is a Participant in Part I of the Plan on the first day of any Plan Year, such Participant’s Eligible Compensation shall be his or her Compensation for such Plan Year paid while the Participant is employed as a member of an eligible class of Employees.  If an Employee becomes a Participant in Part I of the Plan on any day after the first day of a Plan Year, such Participant’s Eligible Compensation shall be his or her Compensation for such Plan Year paid on and after the date he or she becomes a Participant and while the Participant is employed as a member of an eligible class of Employees.

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2.12      Eligibility Computation Period ” means a period of twelve consecutive months commencing on an Employee’s Employment Commencement Date or, if an Employee does not complete at least 1,000 Hours of Service during such initial period, such Employee’s Eligibility Computation Period means the Plan Year commencing with the first Plan Year following the Employee’s Employment Commencement Date and, if necessary, each succeeding Plan Year.

2.13      Employee ” means any employee who is employed by the Employer.

2.14      Employer ” means The Hanover Insurance Company.

2.15      Employment Commencement Date ” means the date on which an Employee first performs an Hour of Service or, in the case of an Employee who has a One-Year Break in Service, the date on which he or she first performs an Hour of Service after such Break.

2.16      Fiduciary ” means any person who (i) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets; (ii) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so; or (iii) has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to, the Plan Administrator.

2.17      First Allmerica ” means First Allmerica Financial Life Insurance Company.

2.18      Five Percent Owner ” means, in the case of a corporation, any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent of the outstanding stock of the Employer or stock possessing more than five percent of the total combined voting power of all stock of the Employer.  In the case of an Employer that is not a corporation; “ Five Percent Owner ” means any person who owns or under applicable regulations is considered as owning more than five percent of the capital or profits interest in the Employer.  In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), and (m) shall be treated as separate employers.

2.19      Former Participant ” means a person who had been an active Participant in Part I or Part II of the Plan (as applicable), but who has ceased to accrue further Credited Service for any reason.

2.20      Grandfathered Benefit ” means either the Basic Grandfathered Benefit or the Special Grandfathered Benefit, as defined below.

(a)         Basic   Grandfathered   Benefit ” means the monthly retirement benefit payable as a single life annuity to an actively employed Participant on his or her Normal Retirement Date, calculated in accordance with the benefit formula set forth in Section 6.01 of Part I of the Plan, as in effect on December 31, 1994.  Such benefit shall be calculated based on the Participant’s Average Monthly

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Compensation and Credited Service, determined as of December 31, 1994, based on the provisions of Part I of the Plan as in effect on such date.

(b)         Special   Grandfathered   Benefit ” means the monthly retirement benefit payable as a single life annuity to an actively employed Participant on his or her Normal Retirement Date, calculated in accordance with the benefit formula set forth in Section 6.01 of Part I of the Plan, as in effect on December 31, 1994.  Such benefit shall be based on the Participant’s Average Monthly Compensation and Credited Service calculated as of the date of determination, both being determined in accordance with the provisions of Part I of the Plan as in effect on December 31, 1994.  The Special Grandfathered Benefit is available only to Participants who were actively employed by the Employer or by an Affiliate and accruing Credited Service on December 31, 1994, whose age on December 31, 1994, when added to two times their Credited Service as of such date (determined in accordance with the provisions of Part I of the Plan as in effect on December 31, 1994), total at least 85.

For purposes of this Section “ actively employed ” means that the Participant was performing work duties for the Employer or an Affiliate on December 31, 1994 or was then absent by reason of a scheduled day off, paid vacation day, personal day, or sick day or was then absent due to an Employer-approved leave of absence.  Additionally, a Participant shall be deemed to have been actively employed on December 31, 1994 if on such date the Participant was then employed by the Employer or by an Affiliate and was then receiving disability benefits under his or her Employer’s long-term disability benefit plan.

Notwithstanding the above, each Section 401(a)(17) Employee’s Special Grandfathered Benefit under this Part I of the Plan will be the greater of the Special Grandfathered Benefit determined for the Employee under (i) or (ii) below:

(i)          the Employee’s Special Grandfathered Benefit, calculated as described above, based on the Employee’s total Years of Credited Service as of the date of determination; or

(ii)         the sum of:

(A)       the Employee’s Plan Accrued Benefit as of December 31, 1993, frozen in accordance with Section 1.401(a)(4)-13 of the Treasury Regulations, and

(B)        the Employee’s Special Grandfathered Benefit determined under the benefit formula applicable for the 1994 Plan Year, as applied to the Employee’s Years of Credited Service (calculated as of the date of determination in accordance with the provisions of Part I of the Plan as in effect on December 31, 1994) for Plan Years beginning on or after January 1, 1994 and prior to January 1, 2005.

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A “ Section 401(a)(17) Employee ” means an Employee whose Accrued Benefit as of a date on or after the first day of the first Plan Year beginning on or after January 1, 1994, is based on Compensation for a Year beginning prior to the first day of the first Plan Year beginning on or after January 1, 1994, that exceeded $150,000.

Notwithstanding anything in  Part I of the Plan to the contrary, if an Employee who is accruing additional Special Grandfathered Benefits ceases to be eligible to accrue further benefits under Part I of the Plan because of termination of employment, retirement, transfer to an ineligible class of Employees, or for any other reason, such Employee shall not be eligible to accrue any additional Special Grandfathered Benefits upon resumption of service as an otherwise eligible Employee of the Employer.

Notwithstanding anything in Part I of the Plan to the contrary, no additional Special Grandfathered Benefits shall accrue for periods after December 31, 2004.  Except as provided in the following paragraph, the amount of a Participant’s Special Grandfathered Benefit shall be frozen as of December 31, 2004, with such frozen Special Grandfathered Benefit being calculated based on the Participant’s Average Monthly Compensation and Credited Service as of the earlier of December 31, 2004 or the date the Participant ceases to be eligible to accrue additional Special Grandfathered Benefits determined in accordance with the provisions of Part I of the Plan as in effect on such date.

If a Participant was eligible to accrue additional Special Grandfathered Benefits as of December 31, 2004 under the provisions of Part I of the Plan in effect on December 31, 2004, the amount of the Participant’s frozen Special Grandfathered Benefit shall be increased to reflect increases in the cost of living after December 31, 2004 by:

(i)          5% per annum, compounded annually, for each Plan Year commencing on or after January 1, 2005 and ending on the earlier of (A) the date the Participant commences distribution of his or her Special Grandfathered Benefit or (B) the last day of the month within which the Participant would have completed 35 years of Credited Service (based on the provisions of Part I of the Plan in effect on December 31, 2004) if he or she had remained in continuous employment with the Employer through such date (the “ Maximum   Service   Date ”), and

(ii)         If the Participant has not commenced receiving distribution of his or her Special Grandfathered Benefit prior to his or her Maximum Service Date, 3% per annum, compounded annually, for each Plan Year commencing after the Participant’s Maximum Service Date and ending on the date the Participant begins receiving his or her Special Grandfathered Benefit.

If the Participant commences receiving distribution of his or her Special Grandfathered Benefit as of any date other than the first day of a Plan Year, the

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cost of living adjustment percentage for such Plan Year shall be determined by multiplying the applicable cost of living adjustment percentage for such year by a fraction the numerator of which is the number of full or partial months from the first day of such Plan Year until the date as of which distribution of the Participant’s Special Grandfathered Benefit commences and the denominator of which is 12.  If a Participant would have completed 35 years of Credited Service on a day other than the last day of the Plan Year, then the cost of living adjustment for such Plan Year shall be determined by multiplying 5% by a fraction the numerator of which is the number of full or partial months from the first day of such Plan Year until the date the Participant would have completed 35 years of Credited Service and the denominator of which is 12.  The remaining months of the Plan Year after the Participant would have completed 35 years of Credited Service will be credited with a cost of living adjustment determined by multiplying 3% by a fraction the numerator of which is the remaining full months of such Plan Year and the denominator of which is 12.  The foregoing cost of living adjustment provided in this Section 2.20(b) shall be applied to each eligible Participant’s Special Grandfathered Benefit without regard to his or her employment status after December 31, 2004.  A Participant will not be eligible for this cost of living adjustment if the Participant had ceased accruing additional Special Grandfathered Benefits prior to December 31, 2004 due to the Participant’s retirement, death or other termination of employment prior to December 31, 2004.

2.21      Group Annuity Contract ” means the group annuity contract or contracts issued by the Insurer through which benefits of the Plan are to be funded.

2.22      Highly Compensated Employee ” means any Employee who:

(a)          was a Five Percent Owner at any time during the Plan Year or the preceding Plan Year; or

(b)          for the preceding Plan Year:

(i)          had Compensation from the Employer in excess of $80,000 (as adjusted pursuant to Code Section 414(q)(1)), and

(ii)         for such preceding Plan Year was in the top-paid group of Employees for such preceding Year.

For purposes of this Section the “ top-paid group ” for a Plan Year is the top 20% of Employees ranked on the basis of Compensation paid during such Year.

In addition to the foregoing, the term “ Highly Compensated Employee ” shall also mean any former Employee who separated from service prior to the Plan Year, performs no service for the Employer during the Plan Year, and was an actively employed Highly Compensated Employee in the separation year or any Plan Year ending on or after the date the Employee attained Age 55.

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In determining whether an Employee is a Highly Compensated Employee for Plan Years beginning in 1997, the amendments of Code Section 414(q) stated above are treated as having been in effect for Plan Years beginning in 1996.

For purposes of this Section, “ Compensation ” means Compensation determined for purposes of Article IV of Part III of the Plan but, for Plan Years beginning before January 1, 1998, without regard to Code Sections 125, 402(e)(3) and 402(h)(1)(B).

The determination of who is a Highly Compensated Employee, including the determinations of the numbers and identity of employees in the top-paid group and the Compensation that is considered will be made in accordance with Code Section 414(q) and regulations thereunder.

2.23       Hour of Service ” means:

(a)         Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer.  For purposes of Part I of the Plan, an Employee who is exempt from the requirements of the Fair Labor Standards Act of 1938, as amended, shall be credited with 45 Hours of Service for each complete or partial week he or she would be credited with at least one Hour of Service under this Section 2.23.

(b)         Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence.  Notwithstanding the preceding sentence:

(i)          No more than the number of Hours in one regularly scheduled work year of the Employer shall be credited to an Employee under this Subsection (b) on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(ii)         No hours shall be credited under this Section 2.23(b) for any payments made or due under a plan maintained solely for the purpose of complying with any applicable workers’ compensation, unemployment compensation or disability insurance laws; and

(iii)        No hours shall be credited under this Section 2.23(b) for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

For purposes of this Section 2.23(b) a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund or insurer, to which the Employer contributes or pays premium.

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(c)         Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer.  The same Hours of Service shall not be both credited under Sections 2.23(a) or (b), as the case may be, and under this Section 2.23(c).  No more than 501 Hours shall be credited under this Subsection for a period of time during which an Employee did not or would not have performed duties.

(d)         Special rules for determining Hours of Service for reasons other than the performance of duties .

In the case of a payment which is made or due and which results in the crediting of Hours of Service under Section 2.23(b) or in the case of an award or agreement for back pay, to the extent that such an award or agreement is made with respect to a period during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined as follows:

(i)          In the case of a payment made or due which is calculated on the basis of units of time (such as hours, days, weeks or months), the number of Hours of Service to be credited for “exempt” Employees described in Section 2.23(a) shall be determined as provided in such Section 2.23(a).  For all other Employees, the Hours of Service to be credited shall be those regularly scheduled hours in such unit of time; provided, however, that when an Employee does not have regularly scheduled hours, such Employee shall be credited with eight (8) Hours of Service for each workday for which he or she is entitled to be credited with Hours of Service under Section 2.23(b).

(ii)         Except as provided in Section 2.23(d)(iii), in the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation (as determined below) before the period during which no duties are performed.

(A)       The hourly rate of compensation of Employees paid on an hourly basis shall be the most recent hourly rate of such Employees.

(B)       In the case of Employees whose compensation is determined on the basis of a fixed rate for specified periods of time (other than hours) such as days, weeks or months, the hourly rate of compensation shall be the Employee’s most recent rate of compensation for a specified period of time (other than an hour), divided by the number of hours regularly scheduled for the performance of duties during such period of time.  The rule described in Section 2.23(d)(i) shall be applied under this Section 2.23(d)(ii)(B) to Employees without a regular work schedule.

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(C)       In the case of Employees whose compensation is not determined on the basis of a fixed rate for specified periods of time, the Employee’s hourly rate of compensation shall be the lowest hourly rate of compensation paid to Employees in the same job classification as that of the Employee or, if no Employees in the same job classification have an hourly rate, the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.

(iii)        Rule against double credit.  An Employee shall not be credited on account of a period during which no duties are performed with more hours than such employee would have been credited but for such absence.

(e)         Crediting of Hours of Service to computation periods

(i)          Hours of Service described in Section 2.23(a) shall be credited to the Employee for the computation period or periods in which the duties are performed.

(ii)         Hours of Service described in Section 2.23(b) shall be credited as follows:

(A)       Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time (such as hours, days, weeks or months) shall be credited to the computation period or periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.

(B)       Hours of Service credited to an Employee by reason of a payment which is not calculated on the basis of units of time shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, such Hours of Service shall be allocated between not more than the first two computation periods in accordance with reasonable rules established by the Employer, which rules shall be consistently applied with respect to all Employees within the same job classification, reasonably defined.

(iii)        Hours of Service described in Section 2.23(c) shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement or payment is made.

(f)          For purposes only of determining participation and vesting under Part I of the Plan, Hours of Service shall include periods of service calculated in accordance with the rules set forth in the other subsections of this Section 2.23:

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(i)          with the Employer in a job or position in which the Employee was not eligible to participate in this Part I of the Plan; or

(ii)         as a Career Agent or General Agent of First Allmerica;

(iii)        for periods prior to January 1, 1998, with Citizens, Hanover or as an employee of a General Agent of First Allmerica;

(iv)        with Financial Profiles, Inc., or Advantage Insurance Network, Affiliates of First Allmerica, including periods of service completed prior to the date it became an Affiliate; or

(v)         with an Affiliate.

(g)         Rules for Non-Paid Leaves of Absence .  For purposes of Part I of the Plan, a Participant will also be credited with Hours of Service during any non-paid leave of absence granted by the Employer.  Except as provided in Section 2.23(a) for exempt Employees, the number of Hours of Service to be credited under this Section 2.23(g) shall be the number of regularly scheduled working hours in each workday during the leave of absence; provided, however, that no more than the number of Hours in one regularly scheduled work year of the Employer will be credited for each non-paid leave of absence.  In the case of a non-exempt Employee without a regular work schedule, the number of Hours to be credited shall be based on a 40 hour work week and an eight hour workday.  Hours of Service described in this Section 2.23(g) shall be credited to the Employee for the computation period or periods during which the leave of absence occurs.

Notwithstanding the foregoing, for Plan Years beginning after December 31, 1998, all Employees (exempt and non-exempt) shall be credited with eight Hours of Service for each workday for which they are entitled to be credited with Hours of Service for a non-paid leave of absence pursuant to this Section 2.23(g)

(h)         Rules for Maternity or Paternity Leaves of Absence .  In addition to the foregoing rules and solely for purposes of determining whether a One Year Break in Service for participation and vesting purposes has occurred in a computation period, an individual who is absent for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such Hours of Service cannot be determined, 8 Hours of Service per day of such absence; provided, however, that:

(i)          Hours of Service shall not be credited under both this Section 2.23(h) and one of the other subsections of this Section 2.23;

(ii)         no more than 501 Hours of Service shall be credited for each maternity or paternity absence; and

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(iii)        if a maternity or paternity leave extends beyond one Plan Year, the Hours of Service shall be credited to the Plan Year in which the absence begins to the extent necessary to prevent a One Year Break in Service, otherwise such Hours of Service shall be credited to the following Plan Year.

For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(i)            Other Federal Law .  Nothing in this Section 2.23 shall be construed to alter, amend, modify, invalidate, impair or supersede any law of the United States or any rule or regulation issued under any such law.

2.24       Insurer ” means First Allmerica.

2.25       Internal Revenue Code ” or “ Code ” means the Internal Revenue Code of 1986, as amended, and any future Internal Revenue Code or similar Internal Revenue laws.

2.26       Key Employee ”.  In determining whether the Plan (in the aggregate, including Parts I, II, and III) is top-heavy for Plan Years beginning after December 31, 2001, “ Key Employee ” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date is: (a) an officer of the Employer (as that term is defined within the meaning of Code Section 416 and the regulations thereunder) having an annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a (b) Five Percent Owner, or (c) a 1-percent owner of the Employer having an annual Compensation of more than $150,000.  In determining whether a Plan is top heavy for Plan Years beginning before January 1, 2002, “ Key Employee ” means any Employee or former Employee (including any deceased Employee) who at any time during the 5-year period ending on the determination date, is (i) an officer of the Employer (as that term is defined within the meaning of Code Section 416 and the regulations thereunder) having an annual Compensation that exceeds 50 percent of the dollar limitation under Code Section 415(b)(1)(A), (ii) an owner (or an individual considered an owner under Code Section 318) of one of the ten largest interests in the Employer if such individual’s Compensation exceeds 100 percent of the dollar limitation under Code Section 415(c)(1)(A), (ii) a Five Percent Owner, or (iv) a 1-percent owner of the Employer who has an annual Compensation of more than $150,000.

The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations and other guidance of general applicability issued thereunder.  For purposes of determining whether a Participant is a Key Employee, the Participant’s Compensation means Compensation as defined for purposes of Article IV of Part III of the Plan, but for Plan Years beginning before January 1, 1998, without regard to Code Sections 125, 402(e)(3) and 402(h)(1)(B).

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2.27       Limitation Year ” means a calendar year.

2.28       Non-Highly Compensated Employee ” means any employee who is not a Highly Compensated Employee.

2.29       Non-Key Employee ” means any Employee who is not a Key Employee.

2.30       Normal Retirement Age” means Age 65.

2.31       Normal Retirement Date ” means the first day of the month in which the Participant’s Normal Retirement Age occurs.

2.32       One Year Break in Service ” means any Plan Year or Eligibility Computation Period during which the Employee has not completed more than 500 Hours of Service.

2.33       Participant ” means any eligible Employee who participates in the Plan as provided in Article III of Part I of the Plan and or Article III of Part II of the Plan as applicable; and who has not for any reason become ineligible to participate further in the Plan.

2.34       Plan Administrator ” means the Benefits Committee, which shall have fiduciary responsibility for the interpretation and administration of the Plan as provided in Article VII of Part III of the Plan (Plan Fiduciary Responsibilities).  Members of the Benefits Committee shall be appointed as provided in Section 8.01 of Part III of the Plan.

2.35       Plan Sponsor ” means the Employer.

2.36       Plan Year ” means a calendar year.

2.37       Plan Year Allocation Date ” means for any Plan Year the date each Participant’s Account shall be credited with an Allocation for the Plan Year.  Such date shall be the March 1 following the Plan Year with respect to which the Allocation is made.    

Notwithstanding the foregoing, for Plan Years beginning after December 31, 1997 the Plan Year Allocation Date means the first business day of March following the Plan Year with respect to which the Allocation is made.

2.38       Projected Account Balance ” means:

(a)         With respect to a Participant who has attained his or her Normal Retirement Date on the Determination Date, the Participant’s Account Balance as of such Determination Date; and

(b)         With respect to a Participant who has not attained his or her Normal Retirement Date as of the Determination Date, the projected value of the Participant’s Account Balance as of his or her Normal Retirement Date determined as if (i) the Participant has a separation from service on the Determination Date, and (ii) the Participant’s Account Balance is credited with earnings on a daily basis based

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upon an annual effective rate equal to the Code Section 417 Interest Rate from the Determination Date through the Participant’s Normal Retirement Date. 

(c)         Notwithstanding anything in Part I of the Plan to the contrary, in determining a Participant’s Projected Account Balance, the Code Section  417 Interest Rate in effect for the Plan Year that contains the Determination Date shall be assumed to remain the same for all future Plan Years, and a Participant's Projected Account Balance valued as of his Annuity Commencement Date for payment of his entire remaining Account Balance will not be less than the sum of the Allocations to his Account Balance, reduced to reflect the value of any prior distributions.

2.39       Qualified Domestic Relations Order ” means any judgment, decree or order (including approval of a property settlement agreement) which:

(a)         relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant;

(b)         is made pursuant to a state domestic relations law (including a community property law);

(c)         constitutes a “qualified domestic relations order” within the meaning of Code Section 414(p); and

(d)         is entered on or after January 1, 1985.

Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order (“ QDRO ”) will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant’s death.

2.40       Qualified Joint and Survivor Annuity ” means an immediate annuity for the life of the Participant, with a survivor annuity for the life of the Participant’s spouse which is the amount of the annuity payable during the joint lives of the Participant and the Participant’s spouse.  The Qualified Joint and Survivor Annuity (i) for the purposes of Part I of the Plan will be the Actuarial Equivalent of the Plan’s no-death benefit life annuity normal form of benefit; and (ii) for the purposes of Part II of the Plan will be the Actuarial Equivalent of the Plan’s normal form of benefit.

2.41       Top Heavy Plan ” means for any Plan Year beginning after December 31, 1983 that any of the following conditions exists:

(a)         If the top heavy ratio (as defined in Article II of Part III of the Plan) for this Plan exceeds 60 percent and this Plan is not part of any required aggregation group or permissive aggregation group of plans.

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(b)         If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the top heavy ratio for the group of plans exceeds 60 percent.

(c)         If this Plan is a part of a required aggregation group and part of a permissive aggregation group of plans and the top heavy ratio for the permissive aggregation group exceeds 60 percent.

See Article II of Part III of the Plan for requirements and additional definitions applicable to Top Heavy Plans.

2.42       Top Heavy Plan Year ” means that, for a particular Plan Year commencing after December 31, 1983, the Plan is a Top Heavy Plan.

2.43       Trustee ” means the bank, trust company or person(s) who shall be constituted the original trustee or trustees for the Plan and Trust created therefor, and also any such successor trustee or trustees.  The duties and responsibilities of the Trustee are set forth in the Trust Indenture in the form annexed hereto.

2.44       Year of Service ” means any Plan Year during which an Employee completes at least 1,000 Hours of Service; provided, however, that for purposes of determining Plan entry under Article III of Part I of the Plan, “ Year of Service ” means an Eligibility Computation Period during which an Employee completes at least 1,000 Hours of Service; provided, further however, that for purposes of determining Plan entry under Article III of Part II of the Plan, “ Year of Service ” shall mean any twelve consecutive month period during which he completes 1,000 Hours of Service computed from the date an Employee first performs an Hour of Service, or any anniversary thereof (or again performs an Hour of Service upon re-employment following a termination resulting in a One Year Break in Service).

ARTI CLE III

PARTICIPATION REQUIREMENTS

3. 01       Participation Requirements .  

(a)         Employee Participation .  Individuals who were Participants in Part I of the Plan on December 31, 2015 shall continue to be Participants in Part I of the Plan on January 1, 2016.

Notwithstanding anything in Part I of the Plan to the contrary, for periods commencing on and after January 1, 2005, (i) no Employee who had not previously been a Participant in Part I of the Plan shall become a Participant in Part I of the Plan, and (ii) a Former Participant who is re-employed as an Employee shall be reinstated as an active Participant in Part I of the Plan but only for purposes of increasing Plan vesting on his or her frozen Accrued Benefit and for purposes of determining eligibility for early retirement under Section 6.02. 

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For Plan Years that commenced prior to January 1, 2005, an Employee became eligible to be a Participant on the first day of the calendar month coincident with or next following completion of one Year of Service, provided he or she was then an eligible Employee.

Eligible Employees who were actively employed and who were Participants in The Allmerica Financial Cash Balance Pension Plan as adopted by Citizens Insurance Company of America or in The Allmerica Financial Cash Balance Pension Plan as adopted by The Hanover Insurance Company, each of which were merged with and into this Part I of the Plan, became Participants in this Part I of the Plan on January 1, 1998.

Notwithstanding the foregoing:  (i) an Employee who was formerly employed by Financial Profiles, Inc. shall not become eligible to become a Participant in this Part I of the Plan until January 1, 1999; and (ii) an Employee who was formerly employed by Advantage Insurance Network shall not become eligible to become a Participant in this Part I of the Plan until August 1, 1999.

Notwithstanding the foregoing, the following persons shall not be eligible to become or remain active Participants in Part I of the Plan:

(i)          Employees who are or were eligible to participate in The Allmerica Financial Agents’ Retirement Plan;

(ii)         Retirees of First Allmerica or retirees of General Agents of First Allmerica who are receiving retirement benefits under this Part I of the Plan whose current period of post-retirement re-employment with First Allmerica, Citizens or Hanover began prior to January 1, 1988;

(iii)        Retirees of Citizens or Hanover who are receiving retirement benefits under this Part I of the Plan whose current period of post-retirement re-employment with First Allmerica, Citizens or Hanover began prior to January 1, 1993;

(iv)        Leased Employees, within the meaning of Code Sections 414(n) and (o);

(v)         A contractor’s employee, i.e. , a person working for a company providing goods or services (including temporary employee services) to the Employer or to an Affiliate whom the Employer does not regard to be its common law employee, as evidenced by its failure to withhold taxes from his or her compensation, even if the individual is actually the Employer’s common law employee; or

(vi)        An independent contractor, i.e. , a person who is classified by the Employer as an independent contractor, as evidenced by its failure to withhold taxes from his or her compensation, even if the individual is actually the Employer’s common law employee.

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(b)         Reeligibility of Former Participants .  A Former Participant, who again becomes eligible to participate in Part I of the Plan, will become a Participant in Part I of the Plan on the date of his or her recommencement of service with the Employer.  Any other former Employee who again becomes eligible will become a Participant on the entry date determined under the rules set forth in Section 3.01(a).

3.0 2       Classification Changes .  In the event of a change in job classification, such that an Employee, although still in the employment of the Employer, no longer is an eligible Employee, he or she shall receive no further Credited Service under Part I of the Plan, and the Participant’s Accrued Benefit on the date he or she becomes ineligible shall continue to vest, become payable or be forfeited, as the case may be, in the same manner and to the same extent as if the Employee had remained an eligible Participant.

For periods commencing prior to January 1, 2005, in the event a Participant becomes ineligible to accrue further Credited Service because he or she is no longer a member of an eligible class of Employees, but has not terminated his or her employment with an Employer, such Participant shall again be eligible to accrue further Credited Service immediately upon his or her return to an eligible class of Employees.

In the event an Employee who is not a member of the eligible class of Employees becomes a member of the eligible class, such Employee shall participate immediately if such Employee has satisfied the minimum service requirements of Part I of the Plan, and would have previously become a Participant had he or she been in the eligible class.

3 .03       Participant Cooperation, Participant Refusal .  Each Employee who is eligible shall become a Participant on the entry date specified in Section 3.01(a) unless he or she notifies the Plan Administrator in writing prior to such entry date that he or she does not wish to be a Participant under this Part I of the Plan.  Any such election not to participate in this Part I of the Plan shall be irrevocable.  In order to waive participation in this Part I of the Plan, an Employee must agree to irrevocably waive his or her right to become a Participant in any other qualified retirement plan sponsored by the Employer.  Each eligible Employee who becomes a Participant hereunder thereby agrees to be bound by all of the terms and conditions of this Part I of the Plan.  Each eligible Employee, by becoming a Participant in this Part I of the Plan, agrees to cooperate fully with the Insurer, including completion and signing of such forms as are required by the Insurer under the Group Annuity Contract.

AR TICLE IV

PARTICIPANT ACCOUNTS

4. 01       Establishment of Accounts .  For Plan Years commencing on or after January 1, 1995, a memorandum Account shall be established under Part I of the Plan for each Participant.  Such Account shall be credited with Allocations in accordance with Section 4.02 and shall be adjusted in accordance with Section 4.03 and for any distributions in accordance with Section 4.04.  The resultant value determined at any time, after the operation of

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Sections 4.02, 4.03 and 4.04, shall be the Participant’s   Account Balance .”  The memorandum Account is part of a mechanism for computing benefits under Part I of the Plan.  Accordingly, there need be no relationship between Participants’ Account Balances and the amount or nature of Plan assets.

4.0 2       Allocations to Accounts .  For each Plan Year commencing on or after January 1, 1995 and prior to January 1, 2005 during which a Participant completes a Year of Credited Service and, regardless of the number of Hours of Service credited to the Participant, for any such Plan Year during which a Participant dies or first retires, such Participant’s Account shall be credited with an Allocation for such Plan Year as of the Plan Year Allocation Date.  Allocations under the Plan are part of the mechanism for computing benefits under the Plan and do not relate to actual contributions to the Plan.

Notwithstanding anything in the Plan to the contrary, no Allocations shall be credited to Participants for Plan Years beginning on or after January 1, 2005; provided, however, (i) that Allocations shall be credited to eligible Participants for the 2004 Plan Year as of the 2004 Plan Year Allocation Date and (ii) memorandum Accounts shall continue to be credited with investment experience credits after December 31, 2004, as provided in Section 4.03 of Part I of the Plan.

4 .03       Adjustments of Accounts .

(a)         Ad justment for Earnings for Plan Years beginning on and after January 1, 2004 .  For each Plan Year beginning on or after January 1, 2004, each Participant’s Account shall be credited with earnings on a daily basis based upon an annual effective rate equal to the Code Section 417 Interest Rate in effect for such Plan Year.

(b)         Adjustment for Investment Experience for Plan Years beginning on or after January 1, 1995 and before January 1, 2004 .  For each Plan Year beginning   on or after January 1, 1995 and before January 1, 2004, Participants in Part I of the Plan shall make investment experience elections with respect to their respective Account Balances from among choices prescribed by the Plan Administrator.  The specific investment choices and the time and manner of making elections may be changed from time to time.  Each Participant’s Account Balance shall be adjusted to reflect investment experience in the same manner as if the Account Balance were actually invested pursuant to the Participant’s elections and as if each Allocation were actually a contribution made to the Plan on the relevant Plan Year Allocation Date.

4.0 4       Distributions .  The Account Balance shall be decreased for any non-annuity distributions paid to the Participant or his or her Beneficiary.  In the event a benefit becomes payable as an annuity in accordance with Article VI or as a survivor annuity in accordance with Article VII, the Account Balance shall be decreased by the Actuarial Equivalent of such annuity as of the Annuity Commencement Date.

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AR TICLE V

EMPLOYER CONTRIBUTIONS

5.0 1       Employer Contributions .

(a)         Employer Contributions for Plan Years beginning after December 31, 1997 .  The Employer shall contribute for each Plan Year during which Part I of the Plan is in effect that amount, if any, which the enrolled actuary for the Plan determines is necessary to fund the Plan under the actuarial cost method in effect for the Plan.  No contributions will be required of or permitted by Employees.

(b)         Employer Contributions for Plan Years beginning prior to January 1, 1998 .  Each Employer shall contribute for each Plan Year during which the Plan is in effect that amount, if any, which the enrolled actuary for the Plan determines is necessary to fund Part I of the Plan under the actuarial cost method in effect for Part I of the Plan.  No contributions will be required of or permitted by Employees.

Except as provided below, contributions paid by each Employer and earnings thereon will be used only to fund Plan costs and benefits for its Employees and will not be used to fund Plan costs and benefits for any other Employees.  Notwithstanding the foregoing:

(i)          Plan contributions paid by First Allmerica and General Agents of First Allmerica and earnings thereon will be used to fund Plan costs and benefits of both First Allmerica and such General Agents.

(ii)         Plan contributions paid by First Allmerica and General Agents of First Allmerica and earnings thereon will also be used to fund costs and benefits of The Allmerica Financial Agents’ Pension Plan (Part II of the Plan), which plan was merged with this Part I of the Plan on January 1, 1992.

5. 02       Payment of Contributions to Trustee .  The Employer shall make payment of all contributions directly to the Trustee to be held, managed and invested in one or more Group Annuity Contracts and in other investments permitted under the Trust, but subject to Section 5.03.

5.0 3       Receipt of Contributions by Trustee .  The Trustee shall accept and hold under the Trust such contributions of money, or other property approved by the Employer for acceptance by the Trustee, on behalf of the Employer and its Employees and Beneficiaries as it may receive from time to time from the Employer, other than cash it is instructed to remit to the Insurer for deposit with the Insurer.  However, the Employer may pay contributions directly to the Insurer, and such payment shall be deemed a contribution to the Trust to the same extent as if payment had been made to the Trustee.  All such contributions shall be accompanied by written instructions from the Plan Administrator or its designee accounting for the manner in which they are to be credited.

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ART ICLE VI

RETIREMENT AND DISABILITY BENEFITS

6. 01       Normal Retirement Benefit .  Subject to Section 6.07, each Participant who retires on his or her Normal Retirement Date (and each Former Participant with a vested benefit deferred to his or her Normal Retirement Date) shall be entitled to receive a monthly life annuity commencing on such Date and terminating on the last regular payment date prior to his or her death, which monthly benefit shall equal the Participant’s Accrued Benefit (or, in case of each Former Participant with a vested benefit, the Former Participant’s vested Accrued Benefit).

Notwithstanding the foregoing, the Grandfathered Benefit (if any) of each Participant shall not be less than the largest periodic Grandfathered Benefit that would have been payable to the Participant upon separation from service at or prior to Normal Retirement Age under Part I of the Plan.  For purposes of comparing periodic benefits in the same form commencing prior to and at Normal Retirement Age, the greater benefit is determined by converting the benefit payable prior to Normal Retirement Age into the same form of annuity benefit payable at Normal Retirement Age and comparing the amount of such annuity payments.

Notwithstanding the foregoing, Non-Key Employees who are Participants in a Top Heavy shall be entitled to the minimum benefit described in Section 2.03 of Part III of the Plan if such benefit is greater than the benefit provided by this Section 6.01.

Each actively employed Participant’s Accrued Benefit shall become 100% vested and nonforfeitable when the Participant attains his or her Normal Retirement Age.  An actively employed Participant may terminate employment with the Employer and retire on his or her Normal Retirement Date.  Upon such date the Participant shall be entitled to receive, or to begin to receive, his or her Normal Retirement Benefit.

The Plan Administrator shall notify the Trustee (and Insurer, if appropriate) as and when the Normal Retirement Age and Normal Retirement Date of each Participant shall occur and shall also advise the Trustee (and Insurer, if appropriate) as to the manner in which retirement benefits are to be distributed to a Participant, subject to the provisions of this Article.  Upon receipt of such notification and subject to the other provisions of this Article, the Trustee or Insurer shall take such action as may be necessary in order to commence payment of the Participant’s Normal Retirement Benefit.

6. 02       Early Retirement Benefit .  Any actively employed Participant who has completed at least fifteen Years of Service (or, if earlier, who has completed at least fifteen Years of Credited Service, with Years of Credited Service completed before 1995 being determined in accordance with the terms of Part I of the Plan as in effect on December 31, 1994) may elect to retire on the first day of any month following attainment of Age 55, in which event he or she shall receive, subject to Section 6.07 in the case of a married Participant, a monthly life annuity commencing on the date of his or her early retirement and terminating on the last regular payment date prior to his or her death. Each early

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retiree’s monthly life annuity will be equal to the Actuarial Equivalent of the early retiree’s Accrued Benefit, except that the portion of the Accrued Benefit attributable to the Participant’s Grandfathered Benefit, if any, shall equal the early retiree’s Grandfathered Benefit multiplied by the appropriate percentage.

Retirement Age

 

Percentage of Monthly Grandfathered Benefit*

65

 

100

64

 

93 1/3

63

 

86 2/3

62

 

80

61

 

73 1/3

60

 

66 2/3

59

 

63 1/3

58

 

60

57

 

56 2/3

56

 

53 1/3

55

 

50

 

 

 

*If benefit payments commence in a month other than the month in which the Participant attains the specified Age, the percentage shall be determined by straight line interpolation.

 

Provided ,   however , that an actively employed Participant (i) who is entitled to a Special Grandfathered Benefit, (ii) who has been continuously employed as a member of an eligible class of Employees from January 1, 1995 until the date of his or her early retirement, and (iii) whose combined Age and Years of Credited Service as of the date of determination (calculated in accordance with the provisions of Part I of the Plan in effect on December 31, 1994) total at least 85 (the “ Rule of 85 ”) shall be entitled to receive a Special Grandfathered Benefit determined without the above actuarial reduction.

Provided ,   however , that an actively employed Participant (i) who is entitled to a Grandfathered Benefit, (ii) who has attained Age 62, and (iii) whose combined Age and Years of Credited Service as of the date of determination (calculated in accordance with the provisions of Part I of the Plan in effect on December 31, 1994) total at least 95 (the “ Rule of 95 ”) shall be entitled to receive a Grandfathered Benefit determined without the above actuarial reduction.

For purposes of determining eligibility for the Rule of 85 and Rule of 95 subsidized early retirement benefits, but not for purpose of computing actual benefit amounts, Years of Credited Service shall include Hours of Service completed as a Career Agent or General Agent of First Allmerica.

If a Participant terminates employment after having completed at least fifteen Years of Service, he or she may elect to retire on the first day of any month following his or her 55th birthday and prior to his or her Normal Retirement Date.  If any such Former Participant elects to retire early, he or she shall be entitled to receive a monthly retirement

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benefit equal to a percentage of the monthly benefit to which the Participant would have been entitled on his or her Normal Retirement Date.  Such percentage shall be obtained by applying the appropriate percentage set forth in the table above to the monthly benefit payable on the Former Participant’s Normal Retirement Date.

Notwithstanding the foregoing, if this Plan is a Top Heavy Plan, and if greater than the benefit described above, each Non-Key Employee who elects early retirement shall be entitled to receive a monthly early retirement benefit equal to the appropriate percentage above of his or her Accrued Benefit described in Section 2.01(b).

6 .03       Subsidized Early Retirement Benefit .  Any eligible Participant who elected an immediate early retirement benefit to commence between March 1, 2003 and May 1, 2004 shall be entitled to an increased retirement benefit, computed as described below, to commence on the date of his or her actual retirement.

(a)         Eligible Participants .  Only Participants in Part I of the Plan who are actively employed by First Allmerica on February 1, 2003 (or are then on an Employer-approved paid leave of absence, which paid leave commenced no earlier than December 18, 2002) shall be eligible for the subsidized early retirement benefit described in this Section 6.03.  In addition, in order to be eligible for such benefits, a Participant must have retired between March 1, 2003 and May 1, 2004 and met the following requirements:

(i)          The Participant must be eligible for a “Special Grandfathered Benefit” (as described in Section 2.20(b)) on the date of his or her early retirement.

(ii)         The Participant must have been continuously employed as a member of an eligible class of Employees from January 1, 1995 until the date of his or her retirement.

(iii)        The Participant must not have attained Age 65 on the date of his or her retirement.

(iv)        The Participant must not be eligible for the Rule of 85 subsidized early retirement benefit (as described in Section 6.02) on the date of his or her retirement.

(v)         The Participant’s job or position with First Allmerica must have been or will be eliminated by May 1, 2003 as a result of the reorganization of the Allmerica Financial Services Division of First Allmerica.

(vi)        The Participant must be actively at work on the last business day preceding the date of his or her early retirement or then be on vacation, be on an Employer-approved paid leave of absence or be absent due to sickness or injury.

(vii)      The Participant must execute an appropriate release satisfactory to First Allmerica releasing the company (and its subsidiaries and affiliates and its

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and their officers, directors and employees) from all liability arising out of or relating to his or her employment with First Allmerica or with any of its predecessors, subsidiaries or affiliates.

(b)         Qualified Early Retirement Benefit .  Those eligible Participants as described in Section 6.03(a) who retired between March 1, 2003 and May 1, 2004 shall be entitled to a subsidized early retirement benefit, to be computed as follows:

(i)          Subsidized Early Retirement Benefit .  Those eligible Participants electing early retirement under Section 6.03 shall be entitled to an increased retirement benefit commencing on their date of actual retirement, to be computed as follows:

The Participant’s early retirement benefit shall be computed as provided in Section 6.02, except as provided below:

Any eligible Participant may elect to retire on the first day of any month between March 1, 2003 and May 1, 2004, in which event he or she shall receive, subject to Section 6.07 in the case of a married Participant, a monthly life annuity commencing on the date of his or her early retirement and terminating on the last regular payment date prior to his or her death.  An eligible Participant may also choose one of the distribution options set forth in Section 6.06, with spousal consent if the Participant is married.  In the case of a Participant who chooses a monthly life annuity, such benefit will be equal to the sum of (A) and (B) below:

(A)       A monthly life annuity benefit that is the Actuarial Equivalent (as described in Section 2.02) of the Participant’s Account Balance (as described in Section 4.01), plus

(B)       A monthly life annuity benefit which is equal to a percentage of the Participant’s Special Grandfathered Benefit, accrued to the date of actual retirement, based on the Participant’s Age, Average Monthly Compensation and Credited Service (such Average Monthly Compensation and Credited Service being calculated in accordance with the provisions of Part I of the Plan in effect on December 31, 1994), each determined as of the date of the Participant’s early retirement.  Such percentage shall be equal to the appropriate percentage determined from the Schedule below of the Special Grandfathered Benefit that would have been payable had the Participant’s date of initial eligibility for the Rule of 85 subsidized early retirement benefit (as described in Section 6.02) been his or her Normal Retirement Date, based on the assumption that his or her continuous employment had continued until such date, but with the actual benefit being based on the Participant’s Special Grandfathered Benefit actually accrued as of the date of early retirement.

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Retirement Age*

Percentage of Special Monthly Grand-Fathered Benefit**

 

 

55

1.0000

54

0.9333

53

0.8667

52

0.8000

51

0.7333

50

0.6667

49

0.6333

48

0.6000

47

0.5667

46

0.5333

45

0.500

 

*This Schedule assumes the Participant would have been eligible for the Rule of 85 subsidized early retirement benefit at Age 55.  If a Participant would have been eligible for the Rule of 85 at a date later than Age 55, the appropriate percentage shall be determined by the Plan actuary using the same assumptions used in constructing the above Schedule.

**If a benefit commences in a month other than the month in which the Participant attains the specified Age, the percentage shall be determined by straight line interpretation.

Example .  Assume an eligible Participant will attain Age 52 on January 1, 2004 and will have completed 32 Years of Credited Service on such date.  Assume further that as of such date the Participant has accrued a Special Grandfathered Benefit, payable as a single life annuity, of $1,000 per month.  Thus, the Participant will initially be eligible for the Rule of 85 subsidized early retirement benefit on January 1, 2007, the date the Participant will attain Age 55.  Under the terms of Section 6.03, the Participant may elect to retire on January 1, 2004 and begin to receive an immediate early retirement benefit.  If a single life annuity benefit is chosen, such life annuity benefit will be equal to $800 per month ($1,000 x 0.8000 = $800).

(ii)         Cost-for-Living (“ COL ”) Adjustments .  Notwithstanding anything in Section 6.08 to the contrary, Participants (and the Beneficiaries of Participants) who elect to retire pursuant to this Section 6.03 shall be eligible to receive COL benefits, subject to the other rules and requirements set forth in Section 6.08.  Notwithstanding anything in Section 6.08 to the contrary, the early retirement monthly annuity benefits described in this Section 6.03 shall be a part of a Participant’s basic plan

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benefit and shall be included in determining any COL adjustment to which the Participant may become entitled pursuant to Section 6.08.

6.0 4       Late Retirement Benefit .  If a Participant shall continue in active service beyond his or her Normal Retirement Date, he or she shall continue to participate under Part I of the Plan and Trust.  For Employees in Section 203(a)(3)(B) service (as described in Section 6.09(a)), who continue in active employment beyond their Normal Retirement Date, retirement benefits shall be suspended, as provided in Section 6.09.  Except as provided in Section 6.07 in the case of a married Participant, the monthly retirement benefit payable to a Participant retiring on a late retirement date shall be a monthly life annuity commencing on the date of his or her late retirement and terminating on the last regular payment date prior to his or her death.  Each late retiree’s monthly life annuity will be equal to the late retiree’s Accrued Benefit; provided, however, that the portion of the Accrued Benefit attributable to the Participant’s Grandfathered Benefit, if any, shall equal the Participant’s Basic Grandfathered Benefit, if any, or the Participant’s Special Grandfathered Benefit, if any.

Notwithstanding the foregoing, if this Plan is a Top Heavy Plan and if greater than the benefit described above, each Non-Key Employee who elects late retirement shall be entitled to receive a monthly late retirement benefit equal to his or her Accrued Benefit described in Section 2.01(b).

Notwithstanding the above, monthly annuity benefits shall commence no later than a Participant’s required beginning date (as defined in Article III of Part III of the Plan).  If a Participant has not retired by his or her required beginning date, monthly retirement benefits shall commence on such date and shall be computed as described in the preceding paragraph, with benefits based on the assumption that the Participant’s required beginning date was the date of late retirement.

Notwithstanding the foregoing, if late retirement benefits commence after Age 70½, to the extent required under Code Section 401(a)(9)(C) and regulations thereunder, a Participant’s Accrued Benefit shall be actuarially increased to take into account the period after Age 70½ in which the Participant was not receiving any benefits under the Plan, including any period during which the Employee is in Section 203(a)(3)(B) service, as described in Section 6.09(a).

6.0 5       Disability Benefit .  Notwithstanding anything in Part I of the Plan to the contrary, if a Participant becomes Totally Disabled while employed by the Employer as an active Participant in Part I of the Plan, such Participant shall have a 100% vested and nonforfeitable right to his or her Accrued Benefit, regardless of his or her length of service.

In addition, if a Participant in Part I of the Plan who is eligible for a Special Grandfathered Benefit was Totally Disabled on December 31, 1994 and before January 1, 2005, becomes Totally Disabled while employed by the Employer as an active Participant in Part I of the Plan, it shall be assumed for purposes of this Part I of the Plan that his or her employment continues from the date of the commencement of his or her

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total disability to the earliest of his or her Normal Retirement Date, death, termination of employment or date that he or she is no longer Totally Disabled.  Prior to January 1, 2005 and while an eligible Employee is Totally Disabled, it shall be assumed for purposes of calculating the Participant’s Special Grandfathered Benefit that the Employee continues to earn monthly one-twelfth of the Compensation paid to the Participant during the 12 complete months prior to the month in which he or she ceased active service because of his or her having become Totally Disabled. 

For purposes of Part I of the Plan “ Totally Disabled ” means the inability to perform the duties of any occupation for which the Employee is or becomes reasonably fitted by education, training or experience; provided, however, in the case of an Employee receiving disability benefits under a long term disability plan sponsored by the Employer, until benefits have been paid under such policy for 24 months, such Employee will be considered Totally Disabled if he or she is unable to perform the duties of his or her occupation and is not working at any other occupation.

6.0 6       Distribution of Benefits .  The Plan Administrator shall direct the Trustee (or Insurer, if applicable) to commence payment of benefits provided under this Article VI of Part I of the Plan (or provided to a Former Participant pursuant to Article VIII of Part I of the Plan).  Plan benefits will be paid only on death, termination of service, Plan termination or retirement.

Except as otherwise provided in Section 6.07, the requirements of this Section shall apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of this Part I of the Plan.

All distributions required under the Plan shall be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9), including, to the extent applicable, the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the Treasury Regulations.

Except as provided below and in Section 6.07, a Participant’s retirement benefit shall be payable as a life annuity for the life of the Participant with no further benefits payable after the last regular payment date prior to his or her death.

At any time prior to actual retirement, a Participant, with spousal consent if the Participant is married, may elect to receive his or her retirement benefit under one or more of the following settlement options; provided, however, that a Participant may not elect to have the balance of his or her Account, described in Section 4.01, distributed under more than one annuity option, or his or her Grandfathered Benefit distributed under more than one annuity option.

(a)         An annuity for the joint lives of the Participant and his or her spouse with 50% or 66 2/3% (whichever is specified when this option is elected) of such amount payable as an annuity for life to the survivor.  No further benefits are payable after the death of both the Participant and his or her spouse.

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(b)         An annuity for the life of the Participant and upon his or her death 100%, 66 2/3%, or 50% (whichever is specified when this option is elected) of the annuity amount will be continued to his or her spouse as his or her contingent annuitant.  No further benefits are payable after the death of both the Participant and his or her spouse. 

(c)         An annuity for the life of the Participant with guaranteed installment payments for a period certain not longer than the life expectancy of the Participant.

(d)         An annuity for the life of the Participant with guaranteed installment payments for a period certain not longer than the life expectancy of the Participant and his or her spouse.

(e)         Notwithstanding anything in Part I of the Plan to the contrary, a single lump sum payment in an amount equal to the Participant’s vested Account Bala nce on the Determination Date; provided, however, that except as provided in Sections 6.06(f) and (g) below, this form of payment shall not be available with respect to the Participant’s vested Accrued Benefit attributable to the Participant’s Grandfathered Benefit, if any, on the Determination Date.  In the event a Participant elects to have his or her vested Account Balance on the Determination Date payable in a lump sum under this Section 6.06(e), the portion of his or her Accrued Benefit attributable to his or her Grandfathered Benefit, if any, shall be paid only in accordance with the otherwise applicable provisions of this Article VI of Part I of the Plan.

(f)         If the present value of a Participant’s vested Grandfathered Benefit, if any, on the Determination Date does not exceed $5,000, an immediate single sum payment in an amount equal to such present value.  If the present value of a Participant’s vested Grandfathered Benefit exceeds $5,000, only annuity options in Sections 6.06(a) through (d) above and the option in Section 6.06(h) below shall be available with respect to such vested Grandfathered Benefit. 

(g)         Notwithstanding anything in Part I of the Plan to the contrary except Section 6.10, for involuntary cashouts paid after December 1, 2012, an immediate single lump sum payment of the present value of the Former Participant’s vested Accrued Benefit on the Determination Date will be paid to a Former Participant (other than a Former Participant who is a participant in The Hanover Excess Benefit Retirement Plan) who is not an Employee of the Employer or an Affiliate if the present value of the Former Participant’s vested Accrued Benefit, if any, on the Determination Date does not exceed $5,000.  Consent to this involuntary cashout from the Former Participant will not be required, and spousal consent to this involuntary cashout will not be required in the case of a married Former Participant.  For purposes of Sections 6.06 and 8.02, an “ involuntary cashout ” is a payment under Section 6.06(g) or its counterpart in Section 8.02, as appropriate.

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(h)         An annuity for only the life of the Participant that terminates on the last regular payment date prior to the death of the Participant.

All optional forms of benefits shall be the Actuarial Equivalent (as of the date selected) of the normal retirement benefit described in Section 6.01 or in Section 2.03 of Part III of the Plan, if applicable.  Any spousal consent shall satisfy the requirements of Section 6.07.

Unless the Participant elects otherwise, distribution of benefits will begin no later than the 60th day after the later of the close of the Plan Year in which:

(i)          the Participant attains Normal Retirement Age; or

(ii)         the Participant terminates service with the Employer.

Notwithstanding the foregoing, the failure of a Participant and spouse (or where either the Participant or the spouse has died, the survivor) to consent to a distribution (other than an involuntary cashout) when a benefit is “immediately distributable” (as described below) shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section 6.06 (and provisions of Article III of Part III of the Plan).  In no event will benefits begin to be distributed (other than as an involuntary cashout) prior to the later of Age 62 or Normal Retirement Age without the consent of the Participant.  The consent of the Participant’s spouse will also be required for any such distribution (other than an involuntary cashout) unless the benefit is paid in the form of a Qualified Joint and Survivor Annuity.  Any spousal consent shall satisfy the requirements of Section 6.07.

If the Accrued Benefit is immediately distributable, the Participant and the Participant’s spouse (or where either the Participant or the spouse has died, the survivor) must consent to any distribution (other than as an involuntary cashout) of such Accrued Benefit.  Needed consents of the Participant and the Participant’s spouse shall be obtained in writing within the 180-day period ending on the annuity starting date.  The “ annuity starting date ” is the first day of the first period for which an amount is paid as an annuity or any other form.  The Plan Administrator shall notify the Participant and the Participant’s spouse of the right to defer any distribution (other than an involuntary cashout) until the Participant’s Accrued Benefit is no longer immediately distributable.  Such notification shall include a general description of the material features, and an explanation of the relative values, of the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code Section 417(a)(3), and shall be provided no less than 30 days and no more than 180 days prior to the annuity starting date; provided, however, that the minimum 30 day notice period described in this sentence may be waived by the Participant's written waiver given after notice to the Participant has described that the Participant was allowed at least 30 days to consider his choice under this Section and that the Participant was allowed to revoke his waiver under this Section at any time through his or her annuity starting date.

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Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a Qualified Joint and Survivor Annuity while the Accrued Benefit is immediately distributable.  Neither the consent of the Participant nor the Participant’s spouse shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or Code Section 415.

An Accrued Benefit is “ immediately distributable ” if any part of the Accrued Benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of Normal Retirement Age or Age 62.

Notwithstanding the above the entire interest of a Participant or a Beneficiary must be distributed in accordance with the minimum required distribution rules set forth in Article III of Part III of the Plan.

6 .07       Qualified Joint and Survivor Annuity for Married Participants .

(a)         General Rules .  Notwithstanding anything in this Article to the contrary, unless a married Participant’s Accrued Benefit has been paid in a lump sum pursuant to Section 6.06, such Participant’s retirement benefit will be payable to the Participant and his or her spouse in the form of a Qualified Joint and Survivor Annuity, with the survivor to receive 100% of the benefit which had been payable during their joint lives, unless an optional form of benefit is selected pursuant to a qualified election within the 180-day period ending on the annuity starting date.  In the case of an unmarried Participant, unless the Participant elects an optional form of benefit, the Participant’s retirement benefit will be paid in the form of a no- death benefit life annuity.

(b)         Definitions .

(i)          Qualified election :  A “ qualified election ” means a waiver of a Qualified Joint and Survivor Annuity meeting the requirements of this Section 6.07(b)(i).  A qualified election shall not be effective unless:  (A) the Participant’s spouse consents in writing to the election; (B) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the spouse expressly permits designations by the Participant without any further spousal consent); (C) the spouse’s consent acknowledges the effect of the election; and (D) the spouse’s consent is witnessed by a Plan representative or notary public.  Additionally, a Participant’s qualified election will not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the spouse expressly permits designations by the Participant without any further spousal consent).  If it is established to the satisfaction of a Plan representative that there is no spouse or that the spouse cannot be located, a waiver will be deemed a qualified election.

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Any consent by a spouse obtained under this Section 6.07(b) (or establishment that the consent of a spouse may not be obtained) shall be effective only with respect to such spouse.  A consent that permits designations by the Participant without any requirement of further consent by such spouse must acknowledge that the spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the spouse voluntarily elects to relinquish either or both of such rights.  A revocation of a prior waiver may be made by a Participant without the consent of the spouse at any time before the commencement of benefits.  The number of revocations shall not be limited.  No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 6.07(c) below.

(ii)         Spouse (surviving spouse) : A “ spouse ” means the person, if any, to whom the Participant is lawfully married at his annuity starting date.  A “ surviving spouse ” means the person, if any, to whom the Participant is lawfully married at the date of his death. A former spouse will be treated as the spouse or surviving spouse only to the extent provided under a Qualified Domestic Relations Order.

(iii)        Annuity starting date :  An “ annuity start date ” means the first day of the first period for which an amount is paid as an annuity or under any other form.

(c)         Notice Requirement .

(i)          In the case of a Qualified Joint and Survivor Annuity as described in Section 6.07(a), the Plan Administrator shall provide each Participant no less than 30 days and no more than 180 days prior to the annuity starting date a written explanation of:  (A) the terms and conditions of a Qualified Joint and Survivor Annuity; (B) the Participant’s right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit; (C) the rights of a Participant’s spouse; (D) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity; and (E) the relative values of the various optional forms of benefit under the Plan.  Notices given to Participants pursuant to Code Section 411(a)(11) shall include a description of how much larger benefits will be if the commencement of distributions is deferred.

(ii)         A Participant may commence receiving a distribution in a form other than a Qualified Joint and Survivor Annuity less than 30 days after receipt of the written explanation described in the preceding paragraph provided: (A) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) a form of distribution other than a Qualified Joint and Survivor Annuity; (B)

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the Participant is permitted to revoke any affirmative distribution election at least until the Distribution Commencement Date or, if later, at any time prior to the expiration of the seven day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (C) the Distribution Commencement Date is after the date the written explanation was provided to the Participant.  For distributions on or after December 31, 1996, the Distribution Commencement Date may be a date prior to the date the written explanation is provided to the Participant if the distribution does not commence until at least 30 days after such written explanation is provided, subject to the waiver of the 30-day period.  For the purposes of this paragraph, the “ Distribution   Commencement   Date ” is the date a Participant commences distributions from the Plan.  If a Participant commences distribution with respect to a portion of his/her Account Balance, a separate Distribution Commencement Date applies to any subsequent distribution.  If distribution is made in the form of an annuity, the Distribution Commencement Date is the first day of the first period for which annuity payments are made.

(d)         Applicability .  The provisions of this Section 6.07 shall apply to any Participant who is credited with at least one Hour of Service with the Employer on or after January 1, 1976.  In addition, any living Participant or Former Participant not receiving benefits under Part I of the Plan on August 23, 1984 who would otherwise not receive the benefits prescribed by this Section 6.07 shall be given the opportunity to elect to have the provisions of this Section apply, provided such Participant or Former Participant was credited with at least one Hour of Service under this Part I of the Plan or a predecessor plan on or after September 2, 1974.

The opportunity to elect a Qualified Joint and Survivor retirement option must be afforded to the appropriate Participants or Former Participants during the period commencing on August 23, 1984 and ending on the dates benefits would otherwise commence to such person.

6.0 8       Supplementary Pension Benefits .  Effective July 1, 1986, and on each July 1 thereafter, the amount of monthly retirement benefits payable to eligible retirees (as described below) or their Beneficiaries shall be increased by a percentage determined in accordance with the following formula:

Percentage Increase = .8 (M - .07) x 100

For Plan Years beginning after December 31, 2008, for purposes of the above formula, “ M ” equals the annual coupon return on December 31, 2009 and on each December 31 thereafter of the Barclays Capital U.S. Government/Credit 5-10 Year Index, or its successor.

For Plan Years beginning after December 31, 1997 and prior to January 1, 2009, for purposes of the above formula, “M” equaled the earnings rate for the prior Plan Year on

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assets representing retired life reserves for retirees of First Allmerica, Citizens and Hanover.  Additionally, retired life reserve assets of the Agents’ Pension Plan (Part II of the Plan) and retired life reserve assets attributable to retirees of General Agents of First Allmerica and retirees of Beacon Insurance Company of America (“ Beacon ”), formerly an affiliate of Hanover, shall be aggregated and combined with the retired life reserve assets of this Part I of the Plan.

For Plan Years beginning prior to January 1, 1998, for purposes of the above formula, “M” equaled the earnings rate for the prior Plan Year on assets representing retired life reserves for retirees of each Employer.  The formula shall be applied separately and retired life reserves shall be determined separately for each Employer; provided, however, (i) that for retirees of First Allmerica and its General Agents who have adopted this Part I of the Plan, retired life reserve assets shall be aggregated and combined with the retired life reserve assets of The First Allmerica Agents’ Pension Plan (Part II of the Plan) and (ii) for Plan Years beginning after December 31, 1992, the retired life reserve assets of Beacon shall be combined with the retired life reserve assets of Hanover.

For the Plan Years for which “M” depended on the returns of designated retired life reserve assets, the earnings rate on retired life reserve assets was to be determined by an actuary, using the “investment year block” method of crediting interest that First Allmerica used to credit interest on its Experience Rated group annuity contracts that were in force on an active basis.  The resulting earnings rate(s) should neither be associated with nor construed as the investment yield (all or in part) of the pension fund.

For each Plan Year for which “M” depended on the returns of designated retired life reserve assets, the retired life reserve assets for newly qualified retirees to be added to the total retired life assets outstanding was to be determined using a 7% interest rate and the 1971 GAM mortality table.

The determination of “M’’ and of the overall earning rate(s) shall be final and conclusively binding for all persons.

The effective date for the payment of supplemental pension benefits paid as a result of this Section shall be each July 1, commencing with July 1, 1986.  Those eligible to receive supplemental pension benefits as a result of this Section shall be those retirees of First Allmerica, Citizens, Hanover and General Agents of First Allmerica (and their Beneficiaries) who were receiving basic retirement benefits under Part I of the Plan on the July 1 increase effective date, had been retired for at least 18 months on such increase effective date, and:

(i)          had elected an immediate early retirement benefit pursuant to Section 6.02 (or its successor, if any)

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(ii)         had terminated employment after having met the eligibility requirements for early retirement specified in Section 6.02 (or its successor, if any) and elected to defer receipt of retirement benefits: or

(iii)        had retired on or after their Normal Retirement Age after having completed at least 15 years of Credited Service.

The Beneficiaries of any retiree meeting the above requirements shall be entitled to receive a supplemental pension benefit under this Section if the Beneficiaries were receiving survivor benefits under Part I of the Plan on the July 1 increase effective date.

A supplemental pension benefit determined under this Section shall be added to and become a part of the recipient’s basic benefit under Part I of the Plan and shall be payable during such period and under such option as the basic benefit under Part I of the Plan is being paid.

6. 09       Suspension of Retirement Benefits .

(a)         Suspension of Benefits .  Except as provided below, Normal, Early or Late Retirement Benefits will be suspended for each calendar month during which an Employee or Eligible Re-employed Pensioner (a “ Pensioner ”) completes more than 80 Hours of Service as described in Sections 2.23(a) and (b) with an Employer in a job or position in which the Employee or Pensioner is eligible to participate in Part I of the Plan (“ Section 203(a)(3)(B) service ”).

For purposes of this Section 6.09, an “ Eligible Re-employed Pensioner ” means (i) a retiree of First Allmerica or a retiree of a General Agent of First Allmerica who is re-employed by First Allmerica, Citizens or Hanover on or after January 1, 1988, or (ii) a retiree of Citizens or Hanover who is re-employed by First Allmerica, Citizens or Hanover on or after January 1, 1993 and (iii) for Plan Years beginning after December 31, 1988, who had not attained Age 70; provided, however, that (i) benefits will not be suspended during the calendar month a Pensioner first retires from the Employer, regardless of the number of Hours of Service completed by the Pensioner during such month, and (ii) this Section shall not apply to the Top-Heavy Plan minimum benefits to which any Non-Key Employee may be entitled under the top-heavy rules of Section 2.03 of Part III of the Plan.

(b)         Amount Suspended .  The benefit suspended shall be equal to the portion of the Employee’s or Pensioner’s monthly annuity benefit derived from Employer contributions, including any temporary early retirement supplement; provided, however, that earnings credits provided under Section 4.03(a) shall not be suspended by operation of this Section 6.09.

(c)         Resumption of Payment .  If retirement benefit payments have been suspended, payments shall resume no later than the first day of the third calendar month after the calendar month in which the Employee or Pensioner ceases to be employed in Section 203(a)(3)(B) service.  The initial payment upon resumption shall include

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the payment scheduled to occur in the calendar month when payments resume and any amounts withheld during the period between the cessation of Section 203(a)(3)(B) service and the resumption of payments.

Notwithstanding the foregoing in this Section 6.09(c), there shall be an offset from any payments to be resumed for the amount of any retirement benefits that had been paid but which should have been withheld under the suspension rules of this Section 6.09.  In no event may the offset exceed in any one month more than 25 percent of the amount that would otherwise be payable under Part I of the Plan (excluding the first payment made after resumption which may be offset without limitation).  The amount to be resumed shall be the greater of the benefit amount suspended or a benefit computed as described in Sections 6.01 or 6.02 or 6.04, as appropriate, but based on the pensioner’s Age (and any joint or contingent annuitant’s Age), Credited Service and Compensation on the date of resumption.

(d)         Notification .  Notwithstanding anything in Part I of the Plan to the contrary, effective January 1, 2007, no retirement benefits (Early, Normal or Late) shall be withheld by the Plan unless the Employee or Pensioner is notified by personal delivery or first class mail during the first calendar month in which the Plan withholds payments that his or her benefits are suspended.

Such notifications shall contain a description of the specific reasons why benefit payments are being suspended, a description of the plan provisions relating to the suspension of payments, a copy of such provisions, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of the Labor Regulations.

In addition, the notice shall inform the Employee or Pensioner of the Plan’s procedures for affording a review of the suspension of benefits.  Requests for such reviews may be considered in accordance with the claims procedure adopted by the Plan, as described in Article IX of Part III of the Plan.

6.1 0       Rollovers to Other Qualified Plans .

(a)         Notwithstanding any provision of Part I of the Plan to the contrary that would otherwise limit a distributee’s election under this Article or under Articles VII and VIII other than this Section 6.10(a), a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover; provided, however, that if the Actuarial Equivalent present value of a distributee’s vested Accrued Benefit does not exceed $1,000, the distributee does not have to be allowed the eligible rollover election described in this sentence.  If the Actuarial Equivalent present value of a Participant’s Accrued Benefit exceeds $1,000 and does not exceed $5,000 and the Participant does not elect a distribution or a rollover, the Plan shall automatically distribute the Participant’s Accrued Benefit, in a direct rollover, to an eligible individual retirement plan (a “ Rollover IRA ”) for the benefit of such Participant and

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pursuant to a written agreement with the Rollover IRA provider that provides (i) the amount rolled over to the Rollover IRA shall be invested in a manner designed to preserve principal and provide a reasonable rate of return and liquidity; (ii) all fees and expenses attendant to a Rollover IRA shall not exceed the fees and expenses charged by the Rollover IRA provider for comparable IRAs established for reasons other than receipt of a rollover distribution; and (iii) the Participant on whose behalf the automatic rollover is made under this Section shall have the right to enforce the terms of the written agreement establishing the Rollover IRA, with regard to his or her rolled over funds, against the Rollover IRA provider.  All fees and expenses attendant to the Rollover IRA shall be allocated to the Rollover IRA.

(b)         Definitions .

(i)          Eligible rollover distribution :  An “ eligible rollover distribution ” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution(s) that is reasonably expected to total less than $200 during a year.  A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income.  However, such portion may be transferred only to (A) an individual retirement account or annuity described in Code Sections 408(a) or (b); (B) for taxable years beginning after December 31, 2001 and before January 1, 2007, to a qualified trust which is part of a defined contribution plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible; or (C) for taxable years beginning after December 31, 2006, to a qualified trust or to an annuity contract described in Code Section 403(b), if such trust or contract provides for separate accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

(ii)         Eligible retirement plan :  An “ eligible retirement plan ”  is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a Roth IRA as pursuant to in Code Section 408A(e), an annuity contract described in

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Code Section 403(b), an annuity plan described in Code Section 403(a), a qualified plan described in Code Section 401(a) that accepts the distributee’s eligible rollover distribution, or an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan .  However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii)        Distributee :  A “ distributee ” includes an Employee or former Employee.  In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse.

(iv)        Direct rollover :  A “ direct rollover ” is a payment by the Plan to the eligible retirement plan specified by the distributee.

(c)         For distributions after June 9, 2009, a non-spouse Beneficiary who is a “designated beneficiary” under Code Section 401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer (“ direct rollover ”), may roll over all or any portion of his or her distribution to an individual retirement account the Beneficiary establishes for purposes of receiving the distribution.  In order to do a direct rollover of the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.

Although a non-spouse Beneficiary may roll over directly a distribution as provided above, any distribution made prior to January 1, 2010 is not subject to the direct rollover requirements of Code Section 401(a)(31) (including Code Section 401(a)(31)(B), the notice requirements of Code Section 402(f) or the mandatory withholding requirements of Code Section 3405(c)).  If a non-spouse Beneficiary receives a distribution from the Plan, the distribution is not eligible for a “60-day” rollover.

If the Participant’s named Beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a “designated beneficiary” within the meaning of Code Section 401(a)(9)(E).

A non-spouse Beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury Regulations and other Internal Revenue Service guidance.  If the Participant dies before his or her required beginning date and the non-spouse Beneficiary rolls over to an IRA the maximum amount eligible for rollover, the Beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treasury Regulation Section

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1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse Beneficiary’s distribution.

AR TICLE VII

DEATH BENEFITS

7.0 1       Pre-Retirement Death Benefits .

(a)         General Rules .  The provisions of this Section shall apply to any Participant or Former Participant provided that such Participant or Former Participant completes at least one Hour of Service on or after January 1, 1995.

(i)          If a married Participant who has satisfied the eligibility requirements for an early retirement benefit or normal retirement benefit dies (regardless of whether the Participant is still working for the Employer) before beginning to receive such benefits, then the Participant’s surviving spouse will receive a monthly retirement benefit equal to the sum of:

(A)       the portion of the Accrued Benefit attributable to the Participant’s Grandfathered Benefit, if any, that would have been payable if the Participant had retired on the day before his or her death after having elected an immediate Qualified Joint and Survivor Annuity Option with a 50% continuation of monthly benefits to be payable to the survivor; and

(B)       the Actuarial Equivalent annuity (payable on the Participant’s death) of the portion of the vested Accrued Benefit attributable to the Participant’s Projected Account Balance .

The amount of such benefit shall be payable monthly for the life of the spouse, with the first payment payable as of the date of the Participant’s death, unless the spouse requests a later commencement date (consistent with the provisions of the Part I of the Plan).

(ii)         If a fully or partially vested married Participant dies on or before attaining eligibility for early retirement, the Participant’s surviving spouse will receive a monthly retirement benefit equal to the sum of (A) and (B) below.

(A)       The portion of the Accrued Benefit attributable to the Participant’s Grandfathered Benefit, if any, which would be payable if the Participant had:

(1)        separated from service on the date of death;

(2)        survived to Age 55 (if younger than Age 55 on the date of death);

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(3)        retired at Age 55 (or retired on the day before his or her death, if older than Age 55 at the date of death) after having elected an immediate Qualified Joint and Survivor Annuity Option with a 50% continuation of monthly benefits to be payable to the survivor; and

(4)        died on the day after retirement.

(B)       The Actuarial Equivalent annuity (payable when the Participant would have attained age 55) of the portion of the vested Accrued Benefit attributable to the Participant’s Projected Account Balance .

A surviving spouse entitled to benefits under this Section 7.01(a)(ii) will begin to receive payments on the first day of the month following the date the Participant would have attained Age 55 (or on the first day of the month following the date of death, if the Participant was Age 55 or older on the date of his or her death), unless the spouse requests an earlier or later commencement date (consistent with the provisions of Part I of the Plan).

For purposes of this Section 7.01(a)(ii), the “ earliest retirement age ” is the earliest date on which, under Part I of the Plan, the Participant could elect to receive retirement benefits attributable to his or her Grandfathered Benefit.

The surviving spouse of a Participant who is entitled to receive a pre-retirement death benefit as described in Section 7.01(a)(i) or Section 7.01(a)(ii) may, in lieu of receiving such benefit, elect to receive the portion of such death benefit which is the Participant’s Account Balance on the Determination Date in a single sum amount.  Such single sum benefit shall be distributed as soon as practicable after the date of the Participant’s death (or at any later date, as elected by the surviving spouse, consistent with the provisions of Part I of the Plan) and shall be in an amount equal to the Account Balance as of the Determination Date.  Alternatively, the surviving spouse may elect to have the Actuarial Equivalent of the pre-retirement death benefit (or the Actuarial Equivalent of the Grandfathered Benefit, if the Account Balance is to be paid as a single sum) payable commencing as of the date of the Participant’s death (or at any later date as elected by the surviving spouse, consistent with the provisions of Part I of the Plan) in any of the other optional forms of payment available under Section 6.06.  In the event that a surviving spouse elects to have the portion of his or her benefit attributable to the Participant’s Account Balance payable in a lump sum in accordance with this paragraph, the balance of the death benefit otherwise payable under Part I of the Plan in accordance with Section 7.01(a)(i) or Section 7.01(a)(ii), shall consist solely of that portion of such death benefit that is attributable to the Participant’s Grandfathered Benefit, if any.

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Any surviving spouse described in the preceding paragraph who elects to receive the Participant’s Account Balance in a single sum payment may also elect to receive the present value of the Participant’s Grandfathered Benefit, if any, in a single sum amount; provided, however, that this option with respect to a Grandfathered Benefit shall only be available to a surviving spouse if the present value of the Grandfathered Benefit does not exceed $5,000.  Any such single sum benefit shall be distributed as soon as practicable after the date of the Participant’s death. 

If a Participant, on or after the earlier of the first day of the Plan Year in which he or she attains age 35 or the date of his or her separation from service and prior to his or her death, elects to waive the pre-retirement death benefit which is attributable to the Participant’s Projected Account Balance and the participant’s spouse consents to the waiver in accordance with Section 6.07(b)(i) (as if the pre-retirement death benefit waiver was a waiver of a Qualified Joint and Survivor Annuity), the Participant may designate a Beneficiary other than his or her spouse to receive the portion of the Participant’s pre-retirement death benefit which is attributable to the Participant’s Projected Account Balance.

Any such designation shall be in writing on a form provided by or satisfactory to the Plan Administrator, and such designation may include primary and contingent Beneficiaries.  Such benefit shall be paid in the form of a lump sum as soon as practicable after the death of the Participant and shall equal the Participant’s Account Balance at the Determination Date.  In the event that a portion of a Participant’s benefit under the Plan is payable to a non-spouse Beneficiary in accordance with this paragraph, the remaining portion of the death benefit attributable to such Participant shall be paid to the Participant’s surviving spouse in accordance with Section 7.01(a)(i) or Section 7.01(a)(ii), as applicable.  Before a Participant is permitted to waive the pre-retirement death benefit which is attributable to the Participant’s Account Balance, the Plan Administrator shall provide each Participant a written explanation with respect to the pre-retirement death benefit comparable to the explanation described in Section 6.07(c)(i).

(b)         Unmarried Participants .  If any unmarried Participant dies in any of the circumstances described in Section 7.01(a)(i) or Section 7.01(a)(ii) with respect to married Participants, the Beneficiary (designated in accordance with the rules described in Section 7.01(a)) of such Participant shall receive a death benefit in a single sum as soon as practicable after the date of the Participant’s death.  The amount of such death benefit shall be equal to the Participant’s Account Balance at the Determination Date.  There shall be no death benefit payable with respect to the Grandfathered Benefits of any such Participant.

7.0 2       Death Benefits for Certain Dependent Spouses (Applicable only to certain Employees entitled to Special Grandfathered Benefits)

(a)         Eligibility .  The spouse of a deceased Employee (including the spouse of any such deceased Employee who had become and continuously remained Totally Disabled

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[as described in Section 6.05] until death) shall be entitled to a monthly income as set forth in Section 7.02(b), provided:

(i)          The spouse was married to, living with and was a dependent of the Employee for at least the three year period immediately preceding the death of the Employee.  For purposes of this Section 7.02, dependency shall be assumed only if the average earned income of the spouse during such three year period was less than the average earned income of the Employee during the same three year period;

(ii)         The Employee had attained Age 50 prior to the date of death;

(iii)        The Employee was an employee of First Allmerica or a General Agent of First Allmerica prior to January 1, 1976 and had not thereafter retired or attained Age 65 and since December 31, 1975 was continuously employed with the Employer until the date of his or her death;

(iv)        The Employee was eligible to accrue additional Special Grandfathered Benefits (as described in Section 2.20(b)) on December 31, 2004 (or on the date of his or her death, if earlier); and 

(v)         The Employee was not a Highly Compensated Employee on the date of his or her death.

Whether or not a spouse qualifies as a “dependent spouse” shall be determined by the Plan Administrator, whose determination shall be conclusive and binding on all persons.  If an Employee or spouse is Totally Disabled (as described in Section 6.05), the “average earned income” of the disabled person shall be determined as of the date the Total Disability commenced.  The term “ earned income ” for a year means a person’s Compensation as defined in Section 2.08(b) paid during the year, plus the sum of (i) any salary reduction contributions allocated during the year on the person’s behalf to any tax sheltered annuity qualified under Code Section 403(b) or to any defined contribution plan qualified under Code Section 401(k) maintained by the person’s employer, and (ii) the amount of any salary reduction contributions contributed on the person’s behalf during the year to any Code Section 125 plan maintained by the person’s employer.

(b)         Amount of Benefit .  The benefit to spouses qualifying under Section 7.02(a) shall be a monthly income commencing as of the date of the death of the Employee, in an amount equal to (i) less (ii) below:

(i)          the applicable percentage below of the Special Grandfathered Benefit which the Employee would have received at his or her Normal Retirement Date had the Employee lived and remained a Participant in Part I of the Plan until such date and had the Participant continued to earn monthly one-twelfth of the Compensation paid to the Participant during the 12

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complete months prior to the month in which occurred the date of his or her death.

 

 

 

Number of Completed Years
Over Employee’s Age 49 at
Date of Employee’s Death

Percentage of Grandfathered
Retirement Benefit*

 

 

 

1

 

10%

 

2

 

20%

 

3

 

30%

 

4

 

40%

 

5 and over

 

50%; less

 

 

* If death occurs in a month other than the month in which the Participant attains the specified Age, the percentage shall be determined based on straight line interpolation.

 

(ii)         the amount of any benefits provided to the surviving spouse pursuant to Section 7.01 attributable to the Employee’s Special Grandfathered Benefit.

AR TICLE VIII

BENEFITS UPON TERMINATION FROM SERVICE

8.0 1       In General .  In the event that a Participant shall terminate from service with the Employer for any reason other than death, his becoming Totally Disabled (as described in Section 6.05) or Normal, Early or Late Retirement, the interests and rights of such Participant shall be limited to those contained in this Article.

8 .02       Termination Benefits .  Upon any termination of service described in Section 8.01, a Participant shall be entitled to a benefit under Part I of the Plan, payable at his or her Normal Retirement Date, equal to the vesting percentage specified below of the Participant’s Accrued Benefit.  The automatic form of benefit shall be a Qualified Joint and Survivor Annuity, with the survivor to receive 100% of the benefit which had been payable during their joint lives, if the Participant is married at the time of commencement of benefits, or a single life annuity if the Participant is not married at the time of commencement.  With spousal consent, the Participant may elect to have his or her benefit paid in any of the optional forms described in Section 6.06.  The amount of any annuity attributable to a Participant’s vested Account Balance shall be the Actuarial Equivalent of such vested Account Balance.

Vesting Percentages

(a)         With respect to the portion of the Accrued Benefit attributable to such Participant’s Grandfathered Benefit, if any:

 

 

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Completed Years of Service

Nonforfeitable

Percentage

 

 

Less than 5

0

5 or more

100

 

 

 

(b)         With respect to the portion of the Accrued Benefit attributable to such Participant’s Projected Account Balance:

 

 

Completed Years of Service

Nonforfeitable

Percentage

 

 

Less than 

2

 

0

 

2

 

25

 

3

 

50

 

4

 

75

 

5

  or more

100

 

 

 

(c)         Notwithstanding the above, if the Plan is a Top Heavy Plan, then the Plan shall meet the following vesting requirements for such Plan Year and for all subsequent Plan Years, even if the Plan is not a Top Heavy Plan for such subsequent Plan Years.

 

 

Completed Years of Service

Nonforfeitable

Percentage

 

 

Less than 

2

 

0

 

2

 

25

 

3

 

50

 

4

 

75

 

5

 or more

100

 

 

 

(d)         Notwithstanding anything in Part I of the Plan to the contrary, effective on August 17, 2006, for those Participants employed by the Employer on or after such date, such Participants shall be 25% vested in their Account Balance, as defined in Section 4.01, upon completion of two (2) Years of Service and 100% vested in their Accrued Benefit, as described in Section 2.01, upon completion of three (3) Years of Service.

For purposes of this Article, “ Years of Service ” means Plan Years during which an Employee was credited with at least 1,000 Hours of Service.

Notwithstanding the foregoing, a Participant who is entitled to a deferred Normal Retirement Benefit may elect to receive his or her vested Account Balance on the

Part I - 48

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Determination Date in a single lump sum.  In addition, if a Participant makes an election described in the immediately preceding sentence and if the present value of the portion of the vested Accrued Benefit attributable to such Participant’s vested Grandfathered Benefit does not exceed $5,000, the Participant may elect to receive such portion of his or her vested Accrued Benefit attributable to the Grandfathered Benefit in a lump sum.  Any such Participant may elect to receive either such lump sum at any time after separation from service and, in the case of a single lump sum distribution of his or her vested Account Balance, must receive such benefit no later than the time at which benefits attributable to the Participant’s Grandfathered Benefit, if any, commence.  Any such election shall be subject to spousal consent in the case of a married Participant.  Any spousal consent must satisfy the requirement of Section 6.07.

Notwithstanding anything in Part I of the Plan to the contrary except Section 6.10, effective for involuntary cashouts paid after December 1, 2012, a Former Participant (other than a Former Participant who is a participant in The Hanover Excess Benefit Retirement Plan) who is not an Employee of the Employer or an Affiliate will be paid the present value of his or her vested Accrued Benefit on the Determination Date in an immediate lump sum if the present value of his or her vested Accrued Benefit, if any, on the Determination Date does not exceed $5,000.  Consent to this involuntary cashout by the Former Participant will not be required, and spousal consent to this involuntary cashout will not be required in the case of a married Former Participant.

Notwithstanding anything in Part I of the Plan to the contrary, an actively employed Participant’s Accrued Benefit shall become 100% vested and non-forfeitable upon the earliest of (i) the date of such Participant’s death; (ii) the date such a Participant becomes Totally Disabled (within the meaning of Section 6.05); or (iii) the date such a Participant attains his or her Normal Retirement Age.

Any distributions under this Article shall be subject to the requirements of Sections 6.06 and 6.07, including the requirement that a Participant shall be eligible to receive any form of distribution provided under Section 6.06 at such time as he or she is eligible to receive his or her vested Account Balance in a lump sum, except to the extent expressly provided otherwise in this Section.

8.0 3       Forfeitures .  The non-vested portion of a Participant’s Accrued Benefit shall be treated as a forfeiture when the Participant or his or her spouse (or surviving spouse) receives a distribution of the present value of his or her vested Accrued Benefit, pursuant to Section 8.02, and the Participant’s service attributable to such distribution shall be disregarded as provided in Section 8.07.  For purposes of this Section, if the present value of a Participant’s vested Accrued Benefit is zero, the Participant shall be deemed to have received a distribution of such vested Accrued Benefit.

In the case of a partially vested terminated Participant who does not receive a distribution pursuant to the above paragraph, the value of the nonvested portion of his Accrued Benefit shall be treated as a forfeiture at the end of the Plan Year in which the Participant incurs a One Year Break in Service until the Participant has completed one Year of Service after he has been re-employed.

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Forfeitures will be used to reduce (i) Employer contributions for the Plan Year following the Plan Year in which the forfeiture occurs; and or (ii) the Employer’s costs under the Plan.

8.0 4       Resumption of Service .  A Participant who terminates his or her participation in Part I of the Plan and who subsequently resumes service with the Employer will again become a Participant on the entry date determined in accordance with Section 3.01(b).

8. 05       Service with Affiliates .  As provided in Section 2.23, in determining a Participant’s vesting percentage, Hours of Service completed with an Affiliate or as a Career Agent or General Agent of First Allmerica shall be deemed to be Hours of Service completed with the Employer.

8.0 6       Distribution of Benefits .  On the Former Participant’s Normal Retirement Date, benefits to which he or she is entitled pursuant to this Article shall be distributed in accordance with Article VI.

If a Former Participant entitled to a deferred benefit pursuant to this Article VIII dies prior to his or her Normal Retirement Date, the death benefit, if any, to which he or she is entitled shall be as is specified in Article VII.

8.0 7       Cashout Repayment Option .

(a)         Notwithstanding anything in this Article or in Section 2.01 to the contrary, unless a repayment has been made in accordance with Section 8.07(b) below, in determining a partially vested Employee’s Grandfathered Benefit (or, in the case of a Top Heavy Plan, the minimum benefit for Non-Key Employees described in Section 2.01(b)) after a resumption of participation, periods of service with respect to which the Employee received a distribution of the present value of his or her vested Accrued Benefit shall be disregarded.

(b)         In the case of the distribution of the present value of a Participant's or Former Participant's vested Accrued Benefit in accordance with Sections 6.06 or 8.02, the Participant's Accrued Benefit described in Sections 2.01(a) and (b) (including all optional forms of benefits and subsidies relating to such benefits) shall be restored if he or she is subsequently an Employee and repays the amount distributed plus interest, if applicable, compounded annually from the date of distribution at the rate of five percent.  In determining the amount of any required repayment, interest shall be charged on the portion of any distribution attributable to a Participant’s Grandfathered Benefit, if any or, in the case of a Top Heavy Plan, on the portion of any distribution that is a minimum benefit for Non-Key Employees described in Section 2.01(b).  No interest shall be payable with respect to the portion of a Participant’s distribution attributable to his or her Account Balance.  Such repayment must be made by the Employee before the earlier of five years after the first date on which the Employee is subsequently reemployed by the Employer, or the date the Employee incurs five consecutive One Year Breaks in Service following the date of distribution.

Part I - 50

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If an Employee is deemed to receive a distribution pursuant to this Article, and the Employee resumes employment covered under this Plan before the date the Participant incurs five consecutive One-Year Breaks in Service, upon the reemployment of such Employee, the Employer-derived Accrued Benefit will be restored to the amount of such Accrued Benefit on the date of the deemed distribution.

 

8 .08       Early Retirement Election .  Any Participant who terminates service after having completed at least fifteen Years of Service may elect to retire on the first day of any month following his or her 55th birthday, as described in Section 6.02.

8.0 9       Amendment to Vesting Schedule .  If the Vesting Schedule of the Plan is amended, or the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to or from a top-heavy vesting schedule, each Participant with at least three Years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment or change, to have their nonforfeitable percentage computed under the Plan without regard to such amendment or change.  The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of:

(i)          60 days after the amendment is adopted;

(ii)         60 days after the amendment becomes effective; or

(iii)        60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator.

Part I - 51

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EXHIBIT A - ADJUSTMENT FACTORS FOR OPTIONAL GRANDFATHERED BENEFITS

Factors for ages not illustrated on the following tables will be computed on an actuarial basis consistent with that used to compute the factors shown.

 

Part I - 52

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JOINT AND SURVIVOR OPTION PERCENTAGES

(Applicable only if the Participant's age, nearest birthday, on the date monthly income commences is 65).

Age Nearest Birthday

of Joint Annuitant

on the Date Monthly Income

Commences to the Participant

Percentage of the Adjusted Grandfathered Retirement

Annuity Payments which are to be

Continued to the Surviving

Joint Annuitant

 

 

 

 

 

100%

66 2/3%

50%

 

 

 

 

50

    80.3%

    87.1%

    90.9%

51

80.7

87.5

91.3

52

81.1

87.9

91.8

53

81.5

88.4

92.2

54

82.0

88.8

92.7

55

82.4

89.3

93.2

56

82.9

89.8

93.8

57

83.3

90.3

94.3

58

83.8

90.9

94.9

59

84.3

91.4

95.5

60

84.8

92.0

96.1

61

85.3

92.7

96.8

62

85.9

93.3

97.5

63

86.4

94.0

98.3

64

86.9

94.7

99.1

65

87.5

95.4

100.0

66

88.0

96.2

100.0

67

88.6

97.0

101.9

68

89.1

97.9

102.9

69

89.6

98.7

104.0

70

90.2

99.6

105.1

 

 

 

1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

 

Life Ann/Opt.

Part I - 53

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CONTINGENT ANNUITANT OPTION PERCENTAGES

(Applicable only if the Participant's age, nearest birthday, on the date monthly income commences is 65).

 

 

 

 

Age Nearest Birthday

of Contingent Annuitant

on the Date Monthly Income

Commences to the Participant

Percentage of the Adjusted Grandfathered Retirement

Annuity Payments which are to be

Continued to the Surviving

Contingent Annuitant

 

 

 

 

 

100%

66 2/3%

50%

 

 

 

 

50

    80.3%

    85.9%

    89.0%

51

80.7

86.2

89.3

52

81.1

86.5

89.6

53

81.5

86.9

89.8

54

82.0

87.2

90.1

55

82.4

87.5

90.4

56

82.9

87.9

90.6

57

83.3

88.2

90.9

58

83.8

88.6

91.2

59

84.3

89.0

91.5

60

84.8

89.3

91.8

61

85.3

89.7

92.1

62

85.9

90.1

92.4

63

86.4

90.5

92.7

64

86.9

90.9

93.0

65

87.5

91.3

93.3

66

88.0

91.7

93.6

67

88.6

92.1

93.9

68

89.1

92.5

94.2

69

89.6

92.9

94.5

70

90.2

93.2

94.8

 

 

 

 

 

1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

Life Ann/Opt.

 

Part I - 54

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ANNUITY OPTION ADJUSTMENT PERCENTAGES

Percentages to be applied (to the monthly benefit which would be payable to the Participant on his or her Retirement Date if no Optional Form of Annuity were in effect) to determine the monthly income benefit commencing on the Participant's Retirement Date if one of the following options is in effect.

 

 

 

 

 

Age Nearest Birthday

on the Date Monthly

Income Commences

Annuity Option for Grandfathered

Benefit

 

 

 

 

 

 

5C&C

10C&C

15C&C

20C&C

 

 

 

 

 

50

    99.8%

    99.2%

    98.3%

    97.2%

51

99.8

99.1

98.1

96.9

52

99.7

99.0

97.9

96.6

53

99.7

98.9

97.7

96.3

54

99.7

98.8

97.5

96.0

55

99.6

98.6

97.3

95.6

56

99.6

98.5

97.0

95.2

57

99.6

98.4

96.8

94.8

58

99.5

98.3

96.5

94.3

59

99.5

98.1

96.2

93.8

60

99.4

98.0

95.9

93.3

61

99.4

97.8

95.5

92.7

62

99.3

97.6

95.0

92.0

63

99.3

97.3

94.5

91.2

64

99.2

97.1

94.0

90.4

65

99.1

96.7

93.3

89.5

66

99.0

96.4

92.6

88.5

67

98.9

95.9

91.8

87.4

68

98.8

95.4

91.0

86.2

69

98.6

94.9

90.0

84.9

70

98.4

94.3

89.0

83.5

 

 

 

1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

 

 

 

Life Ann/Opt.

 

 

 

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THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART II

(As amended and restated generally effective January 1, 2016)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part II

84419371\V-5


 

 

THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART II

TABLE OF CONTENTS

PAGE

 

 

 

 

ARTICLE I  

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

1.01  

General Statement

1.02  

Name of Plan

1.03  

Purpose

1.04  

Restated Plan Effective Date

ARTICLE II  

DEFINITIONS

ARTICLE III  

PARTICIPATION REQUIREMENTS

13 

3.01  

Participation Requirements

13 

3.02  

Classification Changes

14 

3.03  

Participant Cooperation

14 

ARTICLE IV  

EMPLOYER CONTRIBUTIONS

14 

4.01  

Employer Contributions

14 

4.02  

Plan Contributions to Trustees

14 

4.03  

Receipt of Contributions by Trustee

14 

ARTICLE V  

RETIREMENT AND DISABILITY BENEFITS

15 

5.01  

Normal Retirement Benefit

15 

5.02  

Early Retirement Benefit

15 

5.03  

Late Retirement Benefit

17 

5.04  

Disability Benefit

17 

5.05  

Distribution of Benefits

18 

5.06  

Qualified Joint and Survivor Annuity for Married Participants

20 

5.07  

Supplementary Pension Benefits

23 

5.08  

Rollovers to Other Qualified Plans

24 

ARTICLE VI  

DEATH BENEFITS

26 

6.01  

Pre-Retirement Spouse Benefit for Married Participants

26 

6.02  

Minimum Death Benefit

28 

ARTICLE VII  

BENEFITS UPON TERMINATION FROM SERVICE

28 

7.01  

In General

28 

7.02  

Options on Termination of Participation

28 

7.03  

Forfeitures

30 

7.04  

Resumption of Service

31 

7.05  

Distribution of Benefits

31 

7.06  

Cashout Repayment Option

31 

7.07  

Early Retirement Election

31 

7.08  

Amendment to Vesting Schedule

32 

 

 

Part II

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AR TICLE I

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

 

1. 01       General Statement .  The Hanover Insurance Group Cash Balance Pension Plan (the “ Plan ”) consists of three parts, Part I, Part II and Part III.  Part I of the Plan provides a cash balance and pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Cash Balance Pension Plan”.  Part II of the Plan provides a pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Agents’ Pension Plan”.  Part III of the Plan contains provisions applicable to each of Part I and Part II. 

The provisions of Part III of the Plan shall override any provision of Part II of the Plan as provided in Part III of the Plan. 

The benefits payable to eligible Participants under Part II of the Plan are governed by the terms and conditions of Part II of the Plan and Part III of the Plan.  Terms used in this Part II of the Plan are defined in Part I of the Plan, except as otherwise specifically provided in this Part II of the Plan.

1 .02       Name of Plan .  The prior version of this Part II of the Plan, known as The Allmerica Financial Agents’ Pension Plan, was generally effective January 1, 1999 (except for those provisions of the Plan which had an alternative effective date).  The effective date of the prior version of this Part II of the Plan (the “Prior Agents’ Plan”) was January 1, 1971.  Effective January 1, 1992, the Prior Agents’ Plan was merged with and became a part of The Allmerica Financial Cash Balance Pension Plan, formerly known as The State Mutual Companies’ Pension Plan.  Thus, the Prior Agents’ Pension Plan became Part II of The Hanover Insurance Group Cash Balance Pension Plan.  On December 31, 2007, First Allmerica did not employ any person who was eligible to participate or was actively participating in The Allmerica Financial Agents’ Pension Plan.  Effective January 1, 2008, First Allmerica transferred sponsorship of, and the liabilities and obligations associated with, The Hanover Insurance Group Cash Balance Plan (including The Allmerica Financial Agents’ Pension Plan) to Hanover, and Hanover agreed to assume sponsorship of, and the liabilities and obligations associated with, The Hanover Insurance Group Cash Balance Pension Plan as of such date.

1.0 3       Purpose .  This Part II of the Plan has been established for the exclusive benefit of Participants and their Beneficiaries and as far as possible shall be interpreted and administered in a manner consistent with this intent and consistent with the requirements of Section 401 of the Internal Revenue Code.

Subject to Article IV of Part III of the Plan and to Section 10.04 of Part III of the Plan, which relates to the return of Employer contributions under special circumstances, until such time as the Plan has been terminated and all Plan liabilities have been satisfied, under no circumstances shall any assets of the Plan, or any contributions made under the Plan, be used for, or diverted to, purposes other than for the exclusive benefit of the Participants and their Beneficiaries and to defray reasonable expenses incurred in the administration of the Plan.

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1.0 4       Restated Plan Effective Date .  The effective date of this amended and restated Part II of the Plan is January 1, 2016 (except for those provisions of this Part II of the Plan which have an expressly stated alternative effective date).  Except to the extent otherwise specifically provided in this Part II of the Plan, (i) the terms and conditions of this amended and restated Part II of the Plan shall apply only to those eligible Employees actively employed by the Employer (or to those eligible Career Agents with a Career Agent Contract in force) on or after January 1, 2016.  The rights and benefits of any Participant whose employment with the Employer terminated (or whose Career Agent Contract terminated) prior to January 1, 2016 shall be determined in accordance with the provisions of this Part II of the Plan as were in effect during the appropriate time or times prior to January 1, 2016; provided, however, that if the Accrued Benefit of any such Participant has not been completely distributed before January 1, 2016, then such Accrued Benefit shall be accounted for and distributed in accordance with the provisions of this version of Part II of the Plan, but only to the extent that any such provision is not inconsistent with Part III of the Plan and subject to the requirements of applicable law and as otherwise specifically provided herein.

ARTI CLE II

 

DEFINITIONS

 

All section and article references in this Part II are to section and article references in this Part II, except as otherwise expressly provided.

Except to the extent a word or phrase is specifically defined in this Part II of the Plan, the words and phrases used in this Part II of the Plan shall have the meanings set forth in Part I of the Plan, unless a different meaning is clearly required by the context or is otherwise provided in Part III of the Plan.

2.01      Accrued Benefit ”:

(a)         means, except as provided in Section 2.01(c) or Section 2.01(d) below, the sum of a Participant’s frozen Grandfathered Benefit (accrued during Years of Credited Service completed prior to January 1, 1999) and the defined benefit credited to eligible Participants in accordance with Section 5.01 attributable to Years of Credited Service completed by the Participant after December 31, 1998.

(b)         No Employee contributions shall be required or permitted for Plan Years beginning after December 31, 1988.  The portion of a Participant’s Accrued Benefit derived from required Employee contributions made on or after January 1, 1971 and prior to January 1, 1989 will be determined in accordance with the rules set forth below:

(i)         STEP ONE - Determine the total amount of such contributions made by a Participant as a condition of participation in Part II of the Plan;

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(ii)          STEP TWO - Add to the amount in Step One interest required by the terms of Part II of the Plan to be credited to such contributions up to the Plan’s ERISA compliance date;

(iii)        STEP THREE - Add to the sum of the amounts determined in Steps One and Two interest compounded annually at the rate of 5% from the Plan’s ERISA compliance date or the date the Participant began participation in Part II of the Plan, whichever is later, to the end of the last Plan Year beginning before January 1, 1988 or the Participant’s Normal Retirement Date, whichever is earlier.

(iv)           STEP FOUR - Add to the sum of the amounts determined in Steps One, Two and Three interest compounded annually -

(A)        at the rate of 120 percent of the Federal mid-term rate (as in effect under Code Section 1274 for the first month of the Plan Year) from the beginning of the first Plan Year beginning after December 31, 1987, and ending with the date on which the determination is being made, and

(B)        at the interest rate which would be used under Part II of the Plan under Code Section 417(e)(3) (as of the determination date) for the period beginning with the determination date and ending on the date on which the Employee attains his Normal Retirement Date.

Notwithstanding the foregoing, for Plan Years beginning after December 31, 1998, the interest rate credited in Step Four (A) shall not be less than 5%.

(v)        STEP FIVE - The amount in Step Four will be converted into the normal form of benefit using the interest rate that would be used under Part II of the Plan under Code Section 417(e)(3).

The portion of a Participant’s Accrued Benefit derived from Employee contributions made prior to January 1, 1971 shall be equal to the total amount of such contributions made by a Participant, plus interest credited thereon.  For Plan Years beginning prior to January 1, 1999, interest on such contributions shall be credited at the rate or rates in effect for each Plan Year under the terms of Part II of the Plan as in effect on December 31, 1998.  For Plan Years beginning after December 31, 1998, interest on such contributions shall be credited as provided in Steps Four and Five above.

The portion of the Accrued Benefit described in Section 2.01(a) derived from Employer contributions as of any date is equal to such total Accrued Benefit less the portion derived from Employee contributions.

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At all times the portion of a Participant’s Accrued Benefit attributable to mandatory Employee contributions shall be 100% vested and nonforfeitable.

(c)         means, with respect to the minimum benefit for Non-Key Employee Participants in a Top Heavy Plan, the sum of such benefits earned by the Participant, which benefits are payable at the Participant’s Normal Retirement Date and are described in Section 2.03 of Part III of the Plan.

(d)         (i)        Notwithstanding anything in Sections 2.01(a), (b) or (c) to the contrary, unless a repayment has been made in accordance with the rules set forth in Section 2.01(d)(ii) below, in determining the portion of an Employee’s Accrued Benefit derived from Employer Contributions upon a resumption of participation, periods of service with respect to which the Employee received a distribution of the present value of his vested Accrued Benefit shall be disregarded.

(i i )          In the case of an election of Option 2 described in Section 7.02 or in the case of an involuntary cash-out of the present value of an Employee’s Accrued Benefit in accordance with such Section, the Employee’s Accrued Benefit described in Sections 2.01(a), (b) and (c) (including all optional forms of benefits and subsidies relating to such benefits) shall be restored if the Employee repays the amount distributed plus interest, compounded annually from the date of distribution at the rate of 5 percent.  Such repayment must be made by the Employee before the earlier of five years after the first date on which the Employee is subsequently reemployed by the Employer, or the date the Employee incurs five consecutive One Year Breaks in Service following the date of distribution;  provided, however, that there shall be no right of repayment if the Employee was 100% vested on the date of his termination of participation.

Notwithstanding anything in Part II of the Plan to the contrary, for Plan Years beginning before Code Section 411 is applicable hereto, the Participant’s Accrued Benefit shall be the greater of that provided by Part II of the Plan, or ½ of the benefit which would have accrued had the provisions of this Section 2.01 been in effect.  In the event the Accrued Benefit as of the effective date of Code Section 411 is less than that provided hereunder, such difference shall be accrued in accordance with this Section.

2.02      Actuarial Equivalent   means a benefit having the same value as the benefit or benefits otherwise payable.  Except as otherwise provided in this Section, the present value of any benefit determined under the terms of Part II of the Plan will be the actuarial equivalent of the no-death benefit life annuity retirement benefit specified in Section 5.01.

Actuarial Equivalent life annuity settlements of optional life annuity Top Heavy Plan benefits will be computed utilizing (i) the Code Section 417 Mortality Table for determining the amount payable to a Participant having an annuity starting date on or

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after January 1, 2004, and (ii) the Code Section 417 Interest Rate for determining the amount payable to a Participant having an annuity starting date from January 1, 2004 through December 31, 2007, and the Code Section 417 Applicable Interest Rate for determining the amount payable to a Participant having an annuity starting date on or after January 1, 2008.

Optional life annuity benefits will be computed on the basis of the 1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.  Adjustment factors used to determine optional forms of life annuity benefits are included in Exhibit A, attached hereto and made a part of Part II of the Plan.  Adjustment factors for optional life annuity benefits not illustrated will be computed on an actuarial basis consistent with that used in computing the factors shown in Exhibit A.

The present value of any Plan benefit and the amount of any cash distribution shall be determined on the basis of (i) the mortality rates specified above and an interest rate of 7% per annum or (ii) the Code Section 417 Mortality Table and the Code Section 417 Interest Rate (or for determining the amount payable to a Participant having an annuity starting date on and after January 1, 2008, the Code Section 417 Applicable Interest Rate), whichever produces the greater benefit.

The preceding paragraphs shall not apply to the extent they would cause the Plan to fail to satisfy the requirements of Article IV of Part III of the Plan or Section 2.03 of Part III of the Plan.

For purposes of Part II of the Plan,

(a)            the “ Code Section 417 Mortality Table ” means the applicable mortality table prescribed by the Secretary of the Treasury pursuant to Code Section 417(e)(3), as in effect from time to time; provided, however, that notwithstanding the preceding provisions of this paragraph, for distributions commencing on or after December 31, 2002 and prior to January 1, 2008, the Code Section 417 Mortality Table means the Table set forth in Revenue Ruling 2001-62 and for purposes of determining the amount payable to a Participant with an annuity starting date on or after January 1, 2008, the Code Section 417 Mortality Table means the Table set forth in Revenue Ruling 2007-67 or such other Table as may be prescribed by the Secretary of the Treasury pursuant to Code Section 417(e)(3);

(b)         for periods beginning on and after January 1, 2004, the “ Code Section 417   Interest Rate ” means, for the Plan Year which contains the annuity starting date for the distribution, the annual rate of interest on a 30-year Treasury securities in effect for the second month immediately preceding the first day of the Plan Year ( e.g. , November 2006 for the 2007 Plan Year); and

(c)         for periods beginning on and after January 1, 2008, the “ Code Section 417   Applicable Interest Rate ” means, for the Plan Year which contains the annuity starting date for the distribution, the applicable interest rate described by Code Section 417(e) after its amendment by the Pension Protection Act of 2006, which

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rate more specifically shall be the adjusted first, second, and third segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) (without considering any adjustment under Code Section 430(h)(2)(C)(iv)) for the lookback month used to determine the previously applicable interest rate on 30-year Treasury securities ( e.g. , November 2009 for the 2010 Plan Year) or for such other time as the Secretary of the Treasury may by regulations prescribe.

(d)         For purposes of determining the Code Section 417 Applicable Interest Rate, the first, second, and third segment rates are the first, second, and third segment rates which would be determined under Code Section 430(h)(2)(C) (without considering any adjustment under Code Section 430(h)(2)(C)(iv)) if:

(i)          Code Section 430(h)(2)(D) were applied by substituting the average yields for the month described in clause (ii) below for the average yields for the 24-month period described in such Code section, and

(ii)        Code Section 430(h)(2)(G)(i)(II) were applied by substituting “Section 417(e)(3)(A)(ii)(II) for “Section 412(b)(5)(B)(ii)(II)”, and

(iii)        The applicable percentage under Code section 430(h)(2)(G) is treated as being 20% in 2008, 40% in 2009, 60% in 2010, and 80% in 2011.

2.03     Compensation ” means:

(a)            For purposes of determining a Participant’s Normal Retirement Benefit specified in Section 5.01, a Participant’s total calendar year compensation paid (or deferred pursuant to an unfunded, non-qualified deferred payment arrangement) on and after the date he becomes a Participant and while he remains in an eligible class of Employees for (i) and (ii) below:

(i)          services performed in connection with the sale and service of products of First Allmerica Financial Life Insurance Company.

(ii)         services performed in connection with the sale and service of products of Allmerica Financial Life Insurance and Annuity Company.

Compensation shall also mean and include:

(iii)        commissions paid to the Participant by Allmerica Investments, Inc., and

(iv)          compensation which is not currently includable in the Participant’s gross income by reason of the application of Code Sections 125, 402(e)(3) or 132(f)(4).

Notwithstanding the foregoing, for purposes of Section 2.03(a), renewal commissions received which are attributable to business sold prior to the date the Employee became a Career Agent or General Agent of the Employer shall be excluded.

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(b)         For purposes of Section 2.03 of Part III of the Plan and for purposes of Article IV of Part III of the Plan, the term “ Compensation ” means a Participant’s earned income, wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan (as described in Section 1.62-2(c) of the Treasury Regulations), and excluding the following:

(i)          Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the employee, or any distributions from a plan of deferred compensation;

(ii)         Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii)        Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(iv)       Other amounts which received special tax benefits.

For Plan Years commencing after December 31, 1997, Compensation for purposes of Section 2.03 of Part III of the Plan and Article IV of Part III of the Plan shall also include Employee elective deferrals under Code Section 402(g)(3), amounts contributed or deferred by the Employer at the election of the Employee and not includable in the gross income of the Employee by reason of Code Section 125, and elective amounts that are not includable in the gross income of the Employee by reason of Code Section 132(f)(4).

(c)            Notwithstanding Sections 2.03(a) and (b) above, for Plan Years beginning on or after January 1, 1994 and prior to January 1, 2002, the annual Compensation of each Participant taken into account for determining all benefits provided under Part II of the Plan for any determination period shall not exceed $150,000.  This limitation shall be adjusted for inflation by the Secretary under Code Section 401(a)(17)(B) in multiples of $10,000 by applying an inflation adjustment factor and rounding the result down to the next multiple of $10,000 (increases of less than $10,000 are disregarded).  The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined beginning in such calendar year.  If Compensation is being determined over a period of time that contains fewer than 12 calendar months, then the annual Compensation limit is an amount equal to the annual Compensation limit for the calendar year in which the Compensation period

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begins multiplied by the ratio obtained by dividing the number of full months in the period by 12.

If Compensation for any prior determination period is taken into account in determining a Participant’s benefits for the current Plan Year, the Compensation for such prior determination period is subject to the applicable annual Compensation limit in effect for that prior period.  For this purpose, in determining benefits in Plan Years beginning on or after January 1, 1989, the annual compensation limit in effect for determination periods beginning before that date is $200,000.  In addition, in determining benefits in Plan Years beginning on or after January 1, 1994, the annual Compensation limit in effect for determination periods beginning before that date is $150,000.

(d)         Notwithstanding the foregoing, the annual Compensation of each Participant taken into account in determining benefit accruals in any Plan Year beginning after December 31, 2001, shall not exceed $200,000.  Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under Part II of the Plan (the “ determination period ”).  For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, the annual Compensation for any prior determination period shall be limited to $200,000.

The $200,000 limit on annual Compensation for determination periods beginning after December 31, 2001 shall be adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B).  The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

2.04      Career Agent Contract ” means that form of contract between a life insurance agent and the Employer whereby the agent agrees to sell insurance and annuity policies on a full-time basis.

2.05      Credited Interest ” means interest utilized in determining the minimum death benefit specified in Section 6.02.  Such interest shall be at the rate determined in accordance with the Group Annuity Contract, but not less than 3% per annum compounded annually from the January 1st next following the date such contributions were made to the first day of the month as of which the Credited Interest is being determined for periods prior to January 1, 1976, plus 5% per annum compounded annually for periods beginning on or after January 1, 1976 and prior to January 1, 1988, plus the greater of (i) 5% per annum compounded annually or (ii) the interest rate which would be credited under Part II of the Plan under Step Four (A) of Section 2.01(b) for periods beginning on or after January 1, 1988.

2.06      Credited Service

(a)            Except as provided in Section 2.06(c) and except for Hours of Service excluded under Sections 2.12(b), (c), and (g), Credited Service means and shall include all Hours of Service completed with the Employer on and after the date the

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Employee becomes a Participant in Part II of the Plan, completed while the Participant remains in an eligible class of Employees.

(b)         A Participant shall receive a year of Credited Service for each Plan Year in which he is credited with 1,000 or more Hours of Service with the Employer.

Additionally, for Plan Years beginning after 1998, a Participant shall receive a Year of Credited Service for the Plan Year he retires or dies, and a Former Participant shall receive a Year of Credited Service for the Year he again becomes a Participant upon a rehire, in each case regardless of the number of Hours of Service completed in such Year.  In no event will a Participant receive more than one Year of Credited Service for any one Plan Year.

(c)            Notwithstanding anything in this Section to the contrary, Credited Service shall not include periods of service with respect to which any Employee has received a distribution described in Section 2.01(d) unless a repayment has been made pursuant to the rules set forth in paragraph (ii) of such Section.

(d)         For purposes only of determining a Participant’s eligibility for the Disability Benefit specified in Section 5.04, the following periods of service shall be counted:

(i)          periods of prior service with an Affiliate during which he was a participant in a qualified pension or profit sharing plan sponsored by the Affiliate;

(ii)         periods of prior service with the Employer in a position in which he was not eligible to participate in this Plan during which he was a participant in another qualified pension or profit sharing plan sponsored by the Employer; and

(iii)        the number of full years and completed months during which a General Agent or former General Agent made contributions under Part II of his General Agent’s Contract.

2.07      Employee ” means any General Agent or life insurance agent who is a common-law employee of the Company or any life insurance agent who holds a Career Agent’s Contract with the Employer.

2.08      Employee Contributions ” means contributions made by a Participant prior to January 1, 1989 as a condition of participation in Part II of the Plan.

2.09      Employer ” means First Allmerica; provided that on and after January 1, 2008, the term “Employer” shall also mean the Plan Sponsor.

2.10      General Agent ” means an agent of the Company whose relationship is determined by a General Agent’s Agreement wherein the General Agent is required to devote his full-time business activities in the hiring, supervision and management of life insurance agents who sell, administer and service the policies and contracts of the Employer.

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2.11      Grandfathered Benefit ” means the frozen monthly retirement benefit payable as a single life annuity to a Participant on his Normal Retirement Date, calculated in accordance with the benefit formulas set forth in Section 5.01, and if applicable, Section 2.03 of Part III of the Plan, as in effect on December 31, 1998.  Such benefit shall be calculated based on the Participant’s Average Compensation, Final Average Compensation, Credited Service, and the amount of benefit offset as determined by applying Section 5.06, each determined as of December 31, 1998, based on the provisions of Part II of the Plan in effect on such date.

2.12      Hour of Service ” means:

(a)            Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer.  For purposes of Part II of the Plan, a Career Agent shall be credited with 45 Hours of Service for each complete or partial week his Career Agent’s Contract remains in force, and a General Agent or life insurance agent who is a common-law employee shall be credited with 45 Hours of Service for each complete or partial week he performs duties for the Employer.

(b)         Each hour for which the Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence.  Notwithstanding the preceding sentence:

(i)          Except in the case of a Participant who is eligible for the Disability Benefit specified in Section 5.04, no more than 1,000 Hours shall be credited to an Employee under this Section 2.12(b) on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(ii)         No hours shall be credited under this Section 2.12(b) for any payments made or due under a plan maintained solely for the purpose of complying with any applicable workers’ compensation, unemployment compensation or disability insurance laws; and

(iii)        No hours shall be credited under this Section 2.12(b) for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

For purposes of this Section 2.12(b), a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund or insurer, to which the Employer contributes or pays premiums.

(c)            Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer.  The same Hours of Service shall not be both credited under Section 2.12(a) or Section 2.12(b), as the case may be, and under this Section 2.12(c).  No more than 501 Hours shall be credited under this

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Section 2.12(c) for a period of time during which an Employee did not or would not have performed duties.

(d)         Special rules for determining Hours of Service for reasons other than the performance of duties .  In the case of a payment which is made or due which results in the crediting of Hours of Service under Section 2.12(b) or in the case of an award or agreement for back pay, to the extent that such an award or agreement is made with respect to a period during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined as follows:

(i)          In the case of a payment made or due which is calculated on the basis of units of time (such as hours, days, weeks or months), the number of Hours of Service to be credited shall be determined as provided in Section 2.12(a).

(ii)         Except as provided in Section 2.12(d)(iii), in the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation (as determined below) before the period during which no duties are performed.

(A)        In the case of General Agents, the hourly rate of compensation shall be the Employee’s most recent rate of semi-monthly compensation divided by 80.

(B)        In the case of life insurance agents, the hourly rate of compensation shall be the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.

(iii)        Rule against double credit.  An Employee shall not be credited on account of a period during which no duties are performed with more hours than such Employee would have been credited but for such absence.

(e)         Crediting of Hours of Service to computation periods .

(i)          Hours of Service described in Section 2.12(a) shall be credited to the Employee for the computation period or periods in which the duties are performed.

(ii)         Hours of Service described in Section 2.12(b) shall be credited as follows:

(A)        Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time (such as hours, days, weeks or months) shall be credited to the computation period or periods in which the period during which no duties are

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performed occurs, beginning with the first unit of time to which the payment relates.

(B)        Hours of Service credited to an Employee by reason of a payment which is not calculated on the basis of units of time shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, such Hours of Service shall be allocated between not more than the first two computation periods in accordance with reasonable rules established by the Employer, which rules shall be consistently applied with respect to all Employees within the same job classification, reasonably defined.

(iii)        Hours of Service described in Section 2.12(c) shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement or payment is made.

(f)          For purposes of Article III, determining eligibility for early retirement (Section 5.02) and Article VII, Hours of Service shall also include Hours of Service determined in accordance with the rules set forth in this Section 2.12 and which would not have been excluded if such Service had been performed with the Employer, completed prior or subsequent to the Employee’s commencement of service with the Employer, completed with an Affiliate, as a General Agent or with the Employer in a position in which he was not eligible to participate in this Plan.

(g)            Rules for Maternity or Paternity Leaves of Absence .  In addition to the foregoing rules and solely for purposes of determining whether a One Year Break in Service for participation and vesting purposes has occurred in a computation period, an individual who is absent for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such Hours cannot be determined, eight Hours of Service per day of such absence;  provided, however, that:

(i)          Hours of Service shall not be credited under both this Section 2.12(g) and one of the other subsections of this Section 2.12;

(ii)         no more than 501 Hours of Service shall be credited for each maternity or paternity absence; and

(iii)        if a maternity or paternity leave extends beyond one Plan Year, Hours of Service shall be credited to the Plan Year in which the absence begins to the extent necessary to prevent a One Year Break in Service, otherwise such Hours of Service shall be credited to the following Plan Year.  For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the

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individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual, in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(h)            Other Federal Law .  Nothing in this Section 2.12 shall be construed to alter, amend, modify, invalidate, impair or supersede any law of the United States or any rule or regulation issued under any such law.

2.13      Normal Retirement Age ” means the later of:

(a)         the 65th birthday of the Employee; or

(b)         the fifth anniversary of the time the Participant commenced participation in Part II of the Plan.

For purposes of the foregoing, the participation commencement date is the first day of the Plan Year in which the Participant commenced participation in Part II of the Plan.

2.14      Normal Retirement Date ” means the first day of the month next following the Participant’s Normal Retirement Age.

2.15         (a)           One Year Break in Service ” means, except for purposes of Article III of this Part II, any Plan Year during which the Employee has not completed more than 500 Hours of Service.

(b )            For purposes of Article III of this Part II, “ One Year Break in Service ” means a twelve consecutive month period, computed with reference to the date the Employee’s employment commenced, during which the Employee does not complete more than 500 Hours of Service.

AR TICLE III

 

PARTICIPATION REQUIREMENTS

 

3. 01      Participation Requirements .

 

(a)            Employee Participation .  Individuals who were Participants in Part II of the Plan on December 31, 2015 shall continue as a Participant in this Part II of the Plan on January 1, 2016.  On and after January 1, 1983, no additional Employees shall be eligible to become Participants in Part II of the Plan.

(b)           Notwithstanding the rules set forth in Section 3.01(a), a Former Participant who again becomes eligible to participate in Part II of the Plan will become a Participant on the date of his recommencement of service with the Employer.

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(c)           Notwithstanding anything in Part II of the Plan to the contrary, for periods commencing on and after January 1, 2003, a Former Participant who is re-employed as an Employee shall be reinstated as an active Plan Participant only for purposes of increasing Plan vesting on his or her frozen Accrued Benefit and for purposes of determining eligibility for early retirement under Section 5.02.

3.0 2       Classification Changes .  In the event of a change in job classification, such that an Employee, although still in the employment of the Employer, no longer is an eligible Employee, he shall receive no further Credited Service under Part II of the Plan, and the Participant’s Accrued Benefit on the date he becomes ineligible shall continue to vest, become payable or be forfeited, as the case may be, in the same manner and to the same extent as if the Employee had remained a Participant.

For periods commencing prior to January 1, 2003, in the event a Participant becomes ineligible to accrue further Credited Service because he is no longer a member of an eligible class of Employees, but has not terminated his employment with the Employer, such Employee shall again be eligible to accrue further Credited Service immediately upon his return to an eligible class of Employees.

3.0 3       Participant Cooperation .  Each eligible Employee who becomes a Participant thereby agrees to be bound by all of the terms and conditions of this Plan.  Each eligible Employee, by becoming a Participant, agrees to cooperate fully with the Insurer, including completion and signing of such forms as are required by the Insurer under the Group Annuity Contract.

ART ICLE IV

 

EMPLOYER CONTRIBUTIONS

 

4.0 1       Employer Contributions .  Each Employer shall pay to the Trustee for each Plan Year such amount which, when combined with required Employee Contributions, shall be necessary in the opinion of the Plan’s enrolled actuary to provide the benefits of Part II of the Plan.

4.0 2       Plan Contributions to Trustees .  The Employer shall make payment of all contributions directly to the Trustee to be held, managed and invested in one or more Group Annuity Contracts and in other investments permitted under the Trust, but subject to Section 4.03.

4.0 3       Receipt of Contributions by Trustee .  The Trustee shall accept and hold under the Trust Indenture such contributions of money, or other property approved for acceptance by the Trustee, on behalf of the Employer and its Employees and Beneficiaries, as it may receive from time to time, other than cash i t is instructed to remit to the Insurer for deposit with the Insurer.  However, the payor may pay contributions directly to the Insurer and such payment shall be deemed a contribution to the Trust to the same extent as if payment had been made to the Trustee.  All such contributions shall be accompanied by written instructions from the Plan Administrator accounting for the manner in which they are to be credited.

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Notwithstanding the foregoing, for periods commencing on and after January 1, 1992, Plan contributions will also be used to fund costs and provide benefits under the merged State Mutual Companies’ Pension Plan, which plan was merged with The Allmerica Financial Agents’ Pension Plan on such date.

AR TICLE V

 

RETIREMENT AND DISABILITY BENEFITS

 

5. 01       Normal Retirement Benefit .  (Applicable to all Employees who are active Participants on or after January 1, 1999).

Except as provided in Section 2.03 of Part III of the Plan and Section 5.06, each Participant who retires on his Normal Retirement Date shall be entitled to receive a monthly retirement income, commencing on his Normal Retirement Date and terminating on the last regular payment date prior to his death, which monthly retirement income will be equal to the sum of (a) and, if applicable, (b) below:

(a)            The Participant’s Grandfathered Benefit; and

(b)            For those Participants whose Participant Number is listed on Exhibit B, attached hereto and made a part hereof, an amount equal to 1/12 of the Participant’s Post-1998 Annual Accrued Benefit.

For purposes of Part II of the Plan, a Participant’s “ Post-1998 Annual Accrued Benefit ” shall be equal to the Participant’s total Compensation paid during all Years of Credited Service completed after December 31, 1998 multiplied by the Participant’s individual accrual percentage.  Each eligible Participant’s accrual percentage is set forth in Exhibit B.

5.0 2       Early Retirement Benefit .

An actively employed Participant in Part II of the Plan who has completed at least 15 Years of Service may retire on the first day of any month after his 55th birthday, in which event, except as provided in Section 5.06, he shall receive a monthly retirement benefit equal to the appropriate percentage set forth below of his Accrued Benefit.

Notwithstanding the above, if the Plan is top heavy and the minimum benefit for Non-Key Employees described in Section 2.03 of Part III of the Plan is to be provided to the Participant, the Participant’s early retirement benefit shall be equal to the appropriate percentage set forth below of the Participant’s Accrued Benefit (as described in Section 2.03 of Part III of the Plan) earned as of the date of his early retirement.

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In the event of early retirement, benefits shall be determined as of the date of retirement and shall be equal to the following percentage of the benefit payable at Age 65:

 

 

 

            

Retirement Age*

Percentage of

Monthly Accrued Benefit

 

 

 

 

65

100%

 

64

97

 

63

94

 

62

91

 

61

88

 

60

85

 

59

82

 

58

79

 

57

76

 

56

73

 

55

70

 

54

67

 

53

64

 

52

61

 

51

58

 

50

55

 

 

 

 

*If benefit payments commence in a month other than the month in which the Participant attains the specified Age, the percentage shall be determined by straight line interpolation.

If a Participant terminates his employment (or terminates his Career Agent Contract) after having completed at least 15 Years of Service, he may elect to retire at any time after the first day of the month next following his 55th birthday and prior to his Normal Retirement Date and receive a retirement benefit based on his Credited Service as of the date of termination.  The benefit to be provided to any such terminee shall be equal to the appropriate percentage set forth above of his Accrued Benefit.

Notwithstanding anything in this Section to the contrary, any Participant who was actively employed on June 30, 1977 may elect early retirement on the earlier of (i) and (ii) below, in which event, except as provided in Section 5.06, he shall receive a monthly retirement benefit equal to the appropriate percentage set forth above of his Accrued Benefit.

(i)          the first day of the month following attainment of Age 50, and completion of at least 20 Years of Service; and

(ii)         the first day of any month following attainment of Age 55 and completion of at least 15 Years of Service.

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5.0 3       Late Retirement Benefit .

With the consent of the Employer, a Participant may elect to have his retirement benefit deferred to a late retirement date which may be the first day of any month after his Normal Retirement Date; provided, however, that Employer consent shall not be required for Employees protected beyond their Normal Retirement Date under the Age Discrimination in Employment Act of 1967, as amended or under applicable state law.  Except as provided in Section 5.06, the monthly benefit payable to the Participant on his late retirement date shall be equal to the sum of (a) and (b) below:

(a)            The Participant’s Grandfathered Benefit, which benefit will be actuarially increased; and

(b)            For those Participants whose Participant Number is listed on Exhibit B, attached hereto and made a part hereof, an amount equal to 1/12 the Participant’s Post-1998 Annual Accrued Benefit, which benefit will be actuarially increased.

For purposes of Section 5.03, and notwithstanding anything in Section 5.01, a Participant’s “ Post-1998 Annual Accrued Benefit ” shall be equal to the Participant’s total Compensation paid during all Years of Credited Service completed after December 31, 1998, including Years of Credited Service completed after the Participant’s Normal Retirement Date, multiplied by the Participant’s individual accrual percentage.  Each eligible Participant’s accrual percentage is set forth in Exhibit B.

Actuarial increases will be determined as provided in Exhibit A, attached hereto and made a part hereof.

Notwithstanding the above, if the Plan is top heavy and the minimum benefit for Non-Key Employees described in Section 2.03 of Part III of the Plan is to be provided to the Participant, the Participant’s late retirement benefit shall be determined in accordance with Section 2.03 of Part III of the Plan, with top-heavy minimum benefits being computed for each Year of Service completed until the Participant’s Late Retirement Date, which resulting benefit shall be actuarially increased.

5.0 4       Disability Benefit .

If a Participant becomes Totally Disabled while employed as a General Agent or while his Career Agent Contract remains in force and if such total disability commenced after the Participant had completed at least five Years of Credited Service, it shall be assumed for purposes of this Plan that his employment or contractual relationship continued unchanged from the date of the commencement of his total disability to the earliest of his Normal Retirement Date, death, termination of employment (or, in the case of an Agent, termination of his Career Agent Contract) or the date that he is no longer Totally Disabled.  While an Employee is Totally Disabled it shall be assumed for purposes of this Section that the Employee continued to earn annually an amount determined by dividing by three the Compensation paid to the Participant during the 36 months prior to the month in which he became Totally Disabled.

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For purposes of this Part II of the Plan “ Totally Disabled ” means the inability to perform the duties of any occupation for which the Employee is reasonably fitted by training, education or experience; provided, however, that during the first 30 months of any disability an Employee will be considered Totally Disabled if he is unable to perform the duties of his occupation and is not working at any other occupation unless such occupation constitutes rehabilitative employment approved by the Plan Administrator.

5.0 5       Distribution of Benefits .  The Plan Administrator shall direct the Insurer to commence payment of benefits provided under this Article V (or provided to a Former Participant pursuant to Article VII).  Plan benefits will be paid only on death, disability, termination of employment, Plan termination or retirement.

Except as otherwise provided in Section 5.06, the requirements of this Section shall apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of this Part II of the Plan.

All distributions required under the Plan shall be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9), including, to the extent applicable, the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the Treasury Regulations.

Except as provided below and in Section 5.06, a Participant’s retirement benefit shall be payable as a life annuity for the life of the Participant with no further benefits payable after the last regular payment date prior to his death.

At any time prior to actual retirement a Participant, with spousal consent if the Participant is married, may elect to receive his retirement benefit under one or more of the following settlement options:

(a)            An annuity for the joint lives of the Participant and his spouse with 50% or 66 2/3% (whichever is specified when this option is elected) of such amount payable as an annuity for life to the survivor.  No further benefits are payable after the death of both the Participant and his spouse.

(b)            An annuity for the life of the Participant and upon his death 100%, 66 2/3%, or 50% (whichever is specified when this option is elected) of the annuity amount will be continued to his spouse as his contingent annuitant.  No further annuity benefits are payable after the death of both the Participant and his spouse.

(c)            An annuity for the life of the Participant with guaranteed installment payments for a period certain not longer than the life expectancy of the Participant.

(d)            An annuity for the life of the Participant with guaranteed installment payments for a period certain not longer than the life expectancy of the Participant and his spouse.

(e)            A lump sum amount equal to the present value of the portion of the Participant’s Accrued Benefit described in Section 2.01(b) attributable to required Employee Contributions.  Additionally, the Participant shall be entitled to receive a monthly

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annuity benefit equal to the portion of his Accrued Benefit described in Section 2.01(a) attributable to Employer Contributions.  The Participant may elect to receive such monthly annuity benefit under one or more of the options described in Sections 5.05(a) through (d) above, subject to spousal consent if the Participant is married.

(f)            An annuity payable for only the life of the Participant that terminates on the last regular payment date prior to the death of the Participant.

All optional forms of benefits shall be the Actuarial Equivalent (as of the date selected) of the normal retirement benefits described in Section 5.01, or Section 2.03 of Part III of the Plan.  Any spousal consent shall satisfy the requirements of Section 5.06.

Unless the Participant elects otherwise, distribution of benefits will begin no later than the 60th day after the later of the close of the Plan Year in which:

(i)          the Participant attains Normal Retirement Age; or

(ii)         the Participant terminates service with the Employer.

Notwithstanding anything in Part II of the Plan to the contrary except Section 5.08, effective for involuntary cashouts paid after December 1, 2012, a Former Participant (other than a Former Participant who is a participant in The Hanover Excess Benefit Retirement Plan) who is not an Employee of the Employer or an Affiliate will be paid the present value of his or her vested Accrued Benefit on the Determination Date in an immediate lump sum if the present value of the Former Participant’s vested Accrued Benefit, if any, on the Determination Date does not exceed $5,000.  Consent to this involuntary cashout by the Former Participant will not be required, and spousal consent to this involuntary cashout will not be required in the case of a married Former Participant

Notwithstanding the foregoing, the failure of a Participant and spouse (or where either the Participant or the spouse has died, the survivor) to consent to a distribution (other than an involuntary cashout) when a benefit is “immediately distributable” (as described below) shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section 5.05 (and provisions of Article III of Part III of the Plan).  In no event will benefits begin to be distributed (other than as an involuntary cashout) prior to the later of Age 62 or Normal Retirement Age without the consent of the Participant.  The consent of the Participant’s spouse will also be required for any such distribution (other than an involuntary cashout) unless the benefit is paid in the form of a Qualified Joint and Survivor Annuity.

If the Accrued Benefit is immediately distributable, the Participant and the Participant’s spouse (or where either the Participant or the spouse has died, the survivor) must consent to any distribution (other than as an involuntary cashout) of such Accrued Benefit.  Needed consents of the Participant and the Participant’s spouse shall be obtained in writing within the 90-day period (180-day period for Plan Years beginning January 1, 2007 and thereafter) ending on the annuity starting date.  The “ annuity starting date ” is the first day of the first period for which an amount is paid as an annuity or any other

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form.  The Plan Administrator shall notify the Participant and the Participant’s spouse of the right to defer any distribution (other than an involuntary cashout) until the Participant’s Accrued Benefit is no longer immediately distributable.  Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available under Part II of the Plan in a manner that would satisfy the notice requirements of Code Section 417(a)(3), and shall be provided no less than 30 days and no more than 90 days (180 days for Plan Years beginning January 1, 2007 and thereafter) prior to the annuity starting date;  provided, however, that the minimum 30 day notice period described in this sentence may be waived by the Participant’s written waiver given after notice to the Participant has described that the Participant was allowed at least 30 days to consider his choice under this Section and that the Participant was allowed to revoke his waiver under this Section at any time through his or her annuity starting date.

Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a Qualified Joint and Survivor Annuity while the Accrued Benefit is immediately distributable.  Neither the consent of the Participant nor the Participant’s spouse shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or Code Section 415.

An Accrued Benefit is " immediately distributable " if any part of the Accrued Benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of Normal Retirement Age or Age 62.

Notwithstanding the above, the distribution of the entire interest of a Participant or a Beneficiary must not violate the minimum required distribution rules set forth in Article III of Part III of the Plan.

5.0 6       Qualified Joint and Survivor Annuity for Married Participants .

(a)            General Rules .  Notwithstanding anything in this Article to the contrary, unless a married Participant’s Accrued Benefit has been paid in a lump sum pursuant to Section 5.05 above, such Participant’s retirement benefit will be payable to the Participant and his spouse in the form of a Qualified Joint and Survivor Annuity, with the survivor to receive 100% of the benefit which had been payable during their joint lives, unless an optional form of benefit is selected pursuant to a qualified election within the 90-day period (180-day period for Plan Years beginning January 1, 2007 and thereafter) ending on the annuity starting date.  In the case of an unmarried Participant, unless the Participant elects an optional form of benefit the Participant’s retirement benefit will be paid in the form of a no-death benefit life annuity.

(b)            Definitions .

(i)          Qualified election :  A waiver of a Qualified Joint and Survivor Annuity.  Any waiver of a Qualified Joint and Survivor Annuity shall not be effective unless:  (A) the Participant’s spouse consents in writing to the election; (B) the election designates a specific Beneficiary, including any

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class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the spouse expressly permits designations by the Participant without any further spousal consent); (C) the spouse’s consent acknowledges the effect of the election; and (D) the spouse’s consent is witnessed by a Plan representative or notary public.  Additionally, a Participant’s waiver of the Qualified Joint and Survivor Annuity will not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the spouse expressly permits designations by the Participant without any further spousal consent).  If it is established to the satisfaction of a Plan representative that there is no spouse or that the spouse cannot be located, a waiver will be deemed a qualified election.

Any consent by a spouse obtained under this provision (or establishment that the consent of a spouse may not be obtained) shall be effective only with respect to such spouse.  A consent that permits designations by the Participant without any requirement of further consent by such spouse must acknowledge that the spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the spouse voluntarily elects to relinquish either or both of such rights.  A revocation of a prior waiver may be made by a Participant without the consent of the spouse at any time before the commencement of benefits.  The number of revocations shall not be limited.  No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 5.06(c) below.

(ii)         Spouse (surviving spouse) : the person, if any, to whom the Participant is lawfully married at the date of his death or at his annuity starting date, whichever is earlier; provided, however, that a former spouse will be treated as the spouse or surviving spouse to the extent provided under a Qualified Domestic Relations Order.

(iii)        Annuity starting date :  The first day of the first period for which an amount is paid as an annuity or under any other form.

(c)            Notice Requirement .

(i)          In the case of a Qualified Joint and Survivor Annuity as described in Subsection (a), the Plan Administrator shall provide each Participant no less than 30 days and no more than 90 days (180 days for Plan Years beginning January 1, 2007 and thereafter) prior to the annuity starting date a written explanation of:  (A) the terms and conditions of a Qualified Joint and Survivor Annuity; (B) the Participant’s right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit; (C) the rights of a Participant’s spouse; (D) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity; and (E) the relative values of the various optional forms of benefit.  Notices given to Participants pursuant to Code

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Section 411(a)(11) in Plan Years beginning after December 31, 2006 shall include a description of how much larger benefits will be if the commencement of distributions is deferred.

(ii)         A Participant may commence receiving a distribution in a form other than a Qualified Joint and Survivor Annuity less than 30 days after receipt of the written explanation described in the preceding paragraph provided: (A) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) a form of distribution other than a Qualified Joint and Survivor Annuity; (B) the Participant is permitted to revoke any affirmative distribution election at least until the Distribution Commencement Date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (C) the Distribution Commencement Date is after the date the written explanation was provided to the Participant.  For distributions on or after December 31, 1996, the Distribution Commencement Date may be a date prior to the date the written explanation is provided to the Participant if the distribution does not commence until at least 30 days after such written explanation is provided, subject to the waiver of the 30-day period.  For the purposes of this paragraph, the “ Distribution   Commencement Date ” is the date a Participant commences distributions from Part II of the Plan.  If a Participant commences distribution with respect to a portion of his/her Accrued Benefit, a separate Distribution Commencement Date applies to any subsequent distribution.  If distribution is made in the form of an annuity, the Distribution Commencement Date is the first day of the first period for which annuity payments are made.

(d)         Applicability .  The provisions of this Section 5.06 shall apply to any Participant who is credited with at least one Hour of Service with the Employer on or after January 1, 1976.  In addition, any living Participant or Former Participant not receiving Plan benefits on August 23, 1984 who would otherwise not receive the benefits prescribed by this Section 5.06 shall be given the opportunity to elect to have the provisions of this Section apply provided such Participant or Former Participant was credited with at least one Hour of Service under this Plan or a predecessor Plan on or after September 2, 1974.

The opportunity to elect a Qualified Joint and Survivor retirement option must be afforded to the appropriate Participants or Former Participants during the period commencing on August 23, 1984 and ending on the dates benefits would otherwise commence to such person.

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5. 07       Supplementary Pension Benefits .

Effective July 1, 1986, and on each July 1 thereafter, the amount of monthly retirement benefits payable to eligible retirees (as described below) or their Beneficiaries shall be increased by a percentage determined in accordance with the following formula:

Percentage Increase = .8 (M - .07) x 100

For Plan Years beginning after December 31, 2008, for purposes of the above formula, “M” equals the annual coupon return on December 31, 2009 and on each December 31 thereafter of the Barclays Capital U.S. Government/Credit 5-10 Year Index, or its successor.

For Plan Years beginning before January 1, 2009, for purposes of the above formula, “ M ” equals the earnings rate for the prior Plan Year on assets representing retired life reserves for retirees under this Plan and retirees under The Allmerica Financial Cash Balance Pension Plan as adopted by First Allmerica (now known as The Hanover Insurance Company Cash Balance Pension Plan), certain of First Allmerica’s General Agents, retirees of The Hanover Insurance Company (“ Hanover ’’) and retirees of Citizens Insurance Company of America, both Affiliates of First Allmerica.  Additionally, in determining “M’’, retired life reserve assets attributable to retirees of Beacon Insurance Company of America, formerly an Affiliate of Hanover, shall be aggregated and combined with the retired life reserve assets of this Plan.

For the Plan Years for which “M” depended on the returns of designated retired life reserve assets, the earnings rate on retired life reserve assets was to be determined by an actuary, using the “investment year block” method of crediting interest that First Allmerica used to credit interest on its Experience Rated group annuity contracts that are in force on an active basis. The resulting earnings rate(s) should neither be associated with nor construed as the investment yield (all or in part) of the pension fund.

For each Plan Year for which “M” depended on the returns of designated retired life reserve assets, the retired life reserve assets for newly qualified retirees to be added to the total retired life assets outstanding was to be determined using a 7% interest rate and the 1971 GAM mortality table.

The determination of “M” and of the overall earnings rate(s) shall be final and conclusively binding for all persons.

The effective date for the payment of supplemental pension benefits paid as a result of this Section shall be each July 1, commencing with July 1, 1986. Those eligible to receive supplemental pension benefits as a result of this Section shall be those Plan retirees and their Beneficiaries who were receiving basic Plan retirement benefits on the July 1 increase effective date, had been retired for at least 18 months on such increase effective date, and:

(A)        were actively employed Plan Participants who had elected an immediate early retirement benefit pursuant to Section 5.02 (or its successor, if any):

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(B)        had terminated employment after having met the eligibility requirements for early retirement specified in Section 5.02 (or its successor, if any) and elected to defer receipt of retirement benefits; or

(C)        had retired on or after their Normal Retirement Age after having completed at least 15 Years of Service.

The Beneficiaries of any retiree meeting the above requirements shall be entitled to receive a supplemental pension benefit under this Section if the Beneficiaries were receiving Plan survivor benefits on the July 1 increase effective date.

A supplemental pension benefit determined under this Section shall be added to and become a part of the recipient’s basic Plan benefit and shall be payable during such period and under such option as the basic Plan benefit is being paid.

5.0 8       Rollovers to Other Qualified Plans .

(a)            Notwithstanding any provision of Part II of the Plan to the contrary that would otherwise limit a distributee’s election under this Article or under Articles VI and VII other than this Section 5.08(a), a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover; provided, however, that if the Actuarial Equivalent present value of a distributee’s vested Accrued Benefit does not exceed $1,000, the distributee does not have to be allowed the eligible rollover election described in this sentence.  If the Actuarial Equivalent present value of a Participant’s Accrued Benefit exceeds $1,000 and does not exceed $5,000 and the Participant does not elect a distribution or a rollover, the Plan shall automatically distribute the Participant’s Accrued Benefit, in a direct rollover, to an eligible individual retirement plan (a “ Rollover IRA ”) for the benefit of such Participant and pursuant to a written agreement with the Rollover IRA provider that provides (i) the amount rolled over to the Rollover IRA shall be invested in a manner designed to preserve principal and provide a reasonable rate of return and liquidity; (ii) all fees and expenses attendant to a Rollover IRA shall not exceed the fees and expenses charged by the Rollover IRA provider for comparable IRAs established for reasons other than receipt of a rollover distribution; and (iii) the Participant on whose behalf the automatic rollover is made under this Section shall have the right to enforce the terms of the written agreement establishing the Rollover IRA, with regard to his or her rolled over funds, against the Rollover IRA provider.  All fees and expenses attendant to the Rollover IRA shall be allocated to the Rollover IRA.

(b)            Definitions .

(i)          Eligible rollover distribution :  An “ eligible rollover distribution ” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: 

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any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution(s) that is reasonably expected to total less than $200 during a year.  A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income.  However, such portion may be transferred only to (i) an individual retirement account or annuity described in Code Sections 408(a) or (b); (ii) for taxable years beginning after December 31, 2001 and before January 1, 2007, to a qualified trust which is part of a defined contribution plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible; or (iii) for taxable years beginning after December 31, 2006, to a qualified trust or to an annuity contract described in Code Section 403(b), if such trust or contract provides for separate accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

(ii)         Eligible retirement plan :  An “ eligible retirement plan ” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a Roth IRA as pursuant to in Code Section 408A(e), an annuity plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), a qualified plan described in Code Section 401(a) that accepts the distributee’s eligible rollover distribution, or an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan.  However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii)        Distributee :  A “ distributee ” includes an Employee or former Employee.  In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse.

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(iv)       Direct rollover :  A “ direct rollover ” is a payment by the Plan to the eligible retirement plan specified by the distributee.

(c)            For distributions after June 9, 2009, a non-spouse Beneficiary who is a “designated beneficiary” under Code Section 401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer (“ direct   rollover ”), may roll over all or any portion of his or her distribution to an individual retirement account the Beneficiary establishes for purposes of receiving the distribution.  In order to do a direct rollover of the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.

Although a non-spouse Beneficiary may roll over directly a distribution as provided above, any distribution made prior to January 1, 2010 is not subject to the direct rollover requirements of Code Section 401(a)(31) (including Code Section 401(a)(31)(B)), the notice requirements of Code Section 402(f) or the mandatory withholding requirements of Code Section 3405(c)).  If a non-spouse Beneficiary receives a distribution from the Plan, the distribution is not eligible for a “60-day” rollover.

If the Participant’s named Beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a “designated beneficiary” within the meaning of Code Section 401(a)(9)(E).

A non-spouse Beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Internal Revenue Service guidance.  If the Participant dies before his or her required beginning date and the non-spouse Beneficiary rolls over to an IRA the maximum amount eligible for rollover, the Beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treasury Regulation Section 1.401(a)(9)-3, Q&A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse Beneficiary’s distribution.

AR TICLE VI

 

DEATH BENEFITS

 

6. 01       Pre-Retirement Spouse Benefit for Married Participants .

(a)            General Rules .  The provisions of this Section shall apply to any Participant or Former Participant described in Section 6.01(b).

(i)          If an eligible married Participant:

(A)        dies after attaining eligibility for early retirement but before actually retiring;

(B)        dies on or after his Normal Retirement Age while still working for the Employer; or

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(C)        separates from service on or after his Normal Retirement Age (or after attaining the age necessary for early retirement) and after satisfying the eligibility requirements for the payment of benefits under Part II of the Plan and thereafter dies before beginning to receive such benefits;

then the Participant’s surviving spouse will receive a monthly retirement benefit equal to the benefit that would have been payable if the Participant had retired on the day before his death after having elected an immediate Qualified Joint and Survivor Annuity option with a 50% continuation of monthly benefits to be payable to the survivor.  The amount of such 50% continuation shall be payable monthly for the life of such spouse, with the first payment payable as of the date of the Participant’s death, unless the spouse requests a later commencement date (consistent with the provisions of Part II of the Plan).

(ii)         If a fully or partially vested eligible married Participant dies on or before the earliest retirement age, the Participant’s surviving spouse will receive the same benefit that would be payable if the Participant had:

(A)        separated from service on the date of death;

(B)        survived to the earliest retirement age;

(C)        retired at the earliest retirement age after having elected an immediate Qualified Joint and Survivor Annuity option with a 50% continuation of monthly benefits to be payable to the survivor; and

(D)        died on the day after the earliest retirement age.

A surviving spouse entitled to benefits under this Section 6.01(a)(ii) will begin to receive payments at the earliest retirement age unless the spouse requests an earlier or later commencement date (consistent with the provisions of Part II of the Plan).

For purposes of this Section 6.01(a)(ii) the “ earliest retirement age ” is the earliest date on which, under Part II of the Plan, the Participant could elect to receive retirement benefits.

In the case of a partially vested Participant, benefits under this Section 6.01(a)(ii) will be based on the Participant’s vested Accrued Benefit computed on the date of his death.

(b)            Applicability .  The provisions of Section 6.01(a)(i) shall apply to all Participants or Former Participants who were credited with an Hour of Service on or after January 1, 1976 who meet the eligibility requirements described in such Section 6.01(a)(i) and thereafter die before actual ly retiring.  The provisions of Section 6.01(a)(ii) shall apply to any Participant who is credited with at least one Hour of

Part II - 27

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Service on or after August 23, 1984 and to any Participant or Former Participant living on August 23, 1984 not receiving Plan benefits on such date who was credited with at least one Hour of Service on or after January 1, 1976 and who had at least ten years of vesting service when he separated from service.

6. 02       Minimum Death Benefit .  If no optional form of retirement benefit has been elected by a Participant pursuant to Section 5.05, a death benefit, as described below, shall be payable.  If the death benefit is payable as a result of the Participant’s death, any such death benefit shall be payable to the Participant’s Beneficiary or, if no Beneficiary survives the Participant, to the executors or administrators of the Participant’s estate.  If the Participant was survived by his spouse and (i) if the joint and survivor benefit described in Section 5.06 was in effect on the date of the spouse’s death, or (ii) the pre-retirement spouse benefit described in Section 6.01 was being paid to the spouse, any such death benefit shall be payable to the Participant’s Beneficiary, or if such Beneficiary does not survive the spouse, to the executors or administrators of the spouse’s estate.

The amount of this minimum death benefit will be equal to the Participant’s unrefunded required Contributions with Credited Interest to the first day of the month in which the earlier of the Participant’s death or retirement occurred reduced by (i), (ii) and (iii) below:

(i)          the amount of monthly retirement payments which had been paid to the Participant;

(ii)         the amount of monthly payments which had been paid to the Participant and his spouse, if the joint and survivor benefit described in Section 5.06 was being paid; and

(iii)        the amount of retirement benefits which had been paid to the spouse, if the pre-retirement spouse benefit described in Section 6.01 was being paid.

ARTI CLE VII

 

BENEFITS UPON TERMINATION FROM SERVICE

 

7 .01       In General .  In the event that an Employee shall terminate from service (or, in the case of a Career Agent, the agent terminates his Career Agent’s Contract) for any reason other than death, his becoming Totally Disabled (as described in Section 5.04), or Normal, Early or Late Retirement, the interests and rights of such Participant shall be limited to those contained in this Article.

7. 02       Options on Termination of Participation .  Upon any termination of service described in Section 7.01, a Participant shall have the right, subject to any required spousal consent, to elect either Option 1 or Option 2 described below.

For purposes of determining the Actuarial Equivalent present value of benefits, values shall be calculated using the interest rate(s) specified in Section 2.02.

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Any distributions made pursuant to this Article shall be subject to the requirements of Sections 5.05 and 5.06 (and Article III of Part III of the Plan).

Option 1 - Deferred Benefit - Under this Option the Participant will receive a monthly retirement benefit commencing on his Normal Retirement Date equal to the sum of (a) and, if applicable, (b) below:

(a)            1/12 of the annual deferred benefit described in Section 2.01(b), which deferred benefit is attributable to required Employee contributions.

(b)            In addition, if as of his date of termination of participation the Employee has completed at least the minimum Years of Service required for vesting, he will receive commencing on his Normal Retirement Date, an additional monthly retirement benefit equal to (i) or (ii) below, whichever is applicable:

(i)          the portion of the Accrued Benefit described in Section 2.01(a) derived from Employer Contributions, multiplied by the appropriate percentage in Option 1(b)(iii) below.

(ii)         in the case of a Non-Key Employee Participant in a Top Heavy Plan, if greater than (i) above, the Accrued Benefit described in Section 2.01(c), multiplied by the appropriate percentage in Option 1(b)(iii) below.

(i i i)       

 

 

 

                                   

Completed Years of Service

Nonforfeitable Percentage

 

 

 

 

Less than 5                 

    0%

 

             5 or more

100 %

 

 

 

Notwithstanding the above, if the Plan is a Top Heavy Plan for any Plan Year beginning after December 31, 1983, then the Plan shall meet the following vesting requirements for such Plan Year and for all subsequent Plan Years, even if the Plan is not a Top Heavy Plan for such subsequent Plan Years.

 

 

 

                                   

Completed Years of Service

Nonforfeitable Percentage

 

 

 

 

Less than 2                

     0%

 

2

20

 

3

40

 

4

60

 

             5 or more

100

 

 

 

Notwithstanding anything in Part II of the Plan to the contrary, the portion of an Employee’s Accrued Benefit derived from Employer Contributions shall be 100% vested upon completion of three (3) Years of Service.

Part II - 29

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Option 2 - Cash Option - Under this option, except as provided in Section 5.08, the Participant will receive an amount equal to (a) below plus, if applicable, a deferred benefit as described in (b) below:

(a)            an amount equal to the present value of the portion of the Participant’s Accrued Benefit described in Section 2.01(b) attributable to required Employee Contributions, and

(b)            In addition, if the Employee is fully or partially vested in the portion of his Accrued Benefit derived from Employer Contributions, as determined from the appropriate table above on the date of his termination of participation, he will receive, commencing on his Normal Retirement Date, a monthly retirement benefit determined in accordance with Option 1(b).

Option 1 will be deemed to have been elected by an Employee unless he elects Option 2 within 90 days of his termination of participation in this Plan.

For purposes of this Article VII, “ Years of Service ” means Plan Years during which an Employee completed at least 1,000 Hours of Service; provided, however, for purposes of this Article, service shall not be deemed to be interrupted or employment terminated because employment is transferred to a position or job with the Employer in which he is no longer eligible to participate in this Plan, or because the Employee becomes a General Agent who is not a common-law employee of the Company, but service shall be deemed terminated if the Employee terminates from the Employer or as a General Agent.

Notwithstanding anything in of Part II of the Plan to the contrary, a Participant’s Normal Retirement Benefit shall become 100% vested and nonforfeitable upon the attainment of his Normal Retirement Age.

Notwithstanding anything in Part II of the Plan to the contrary, (i) a Participant who was actively employed on December 31, 2002 (or an agent whose Career Agent’s Contract had not been terminated prior to such date), and (ii) all Former Participants who had not incurred five consecutive One Year Breaks in Service as of December 31, 2002, shall have a fully vested and non-forfeitable interest in any Accrued Benefit that had not been distributed to the Participant or Former Participant prior to December 31, 2002.

7.0 3       Forfeitures .  The non-vested portion of a Participant’s Accrued Benefit shall be treated as a forfeiture when the Participant or his or her spouse (or surviving spouse) receives a distribution of the present value of his or her vested Accrued Benefit attributable to Employer and Employee Contributions pursuant to Section 7.02 and the Participant’s service attributable to such distribution shall be disregarded as provided in Section 7.06.  For purposes of this Section, if the present value of a Participant’s vested Accrued Benefit is zero, the Participant shall be deemed to have received a distribution of such vested Accrued Benefit.

In the case of a partially vested terminated Participant who does not receive a distribution pursuant to the above paragraph, the value of the nonvested portion of his Accrued Benefit shall be treated as a forfeiture at the end of the Plan Year in which the Participant

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incurs a One Year Break in Service until the Participant has completed one Year of Service after he has been re-employed.

Forfeitures will be used to reduce (i) Employer contributions for the Plan Year following the Plan Year in which the forfeiture occurs; and or (ii) the Employer’s costs under the Plan.

7.0 4       Resumption of Service .  A Participant who terminates his or her participation in Part II of the Plan and who subsequently resumes service with the Employer will again become a Participant, if eligible, on the date of his or her recommencement of such service.

7. 05       Distribution of Benefits .  On the Former Participant’s Normal Retirement Date, benefits to which he or she is entitled pursuant to this Article shall be distributed in accordance with Article V.

If a Former Participant entitled to a deferred benefit pursuant to this Article VII dies prior to his or her Normal Retirement Date, the death benefit, if any, to which he is entitled shall be as is specified in Article VI.

7. 06       Cashout Repayment Option .

(a)            Notwithstanding anything in this Article to the contrary, unless a repayment has been made in accordance with Section 7.06(b) below, in determining the portion of an Employee’s Accrued Benefit derived from Employer contributions (or, in the case of a Top Heavy Plan, the minimum benefit for Non-Key Employees described in Section 2.01(c)) after a resumption of participation, periods of service with respect to which the Employee received a distribution of the present value of his vested Accrued Benefit shall be disregarded.

(b)            In the case of the distribution of the present value of a partially vested Employee’s vested Accrued Benefit in accordance with Sections 5.05 or 7.02, the Employee’s Accrued Benefit described in Sections 2.01(a) and (b) (including all optional forms of benefits and subsidies relating to such benefits) shall be restored if he or she is subsequently an Employee and repays the amount distributed plus interest, compounded annually from the date of distribution at the rate of five percent.  Such repayment must be made by the Employee before the earlier of five years after the first date on which the Employee is subsequently reemployed by the Employer, or the date the Employee incurs five consecutive One Year Breaks in Service following the date of distribution.

If an Employee is deemed to receive a distribution pursuant to this Article, and the Employee resumes employment covered under this Plan before the date on which the Employee could no longer repay his distribution under the preceding paragraph, upon the reemployment of such Employee, the Employer-derived Accrued Benefit will be restored to the amount of such Accrued Benefit on the date of the deemed distribution.

7.0 7       Early Retirement Election .  Any Participant who terminates service after having completed at least fifteen Years of Service may elect to retire on the first day of any

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month following his 55th birthday.  Any Participant who was actively employed on June 30, 1977 who terminates service after having completed at least twenty Years of Service may elect to retire on the first day of any month following his 50th birthday.

7.0 8       Amendment to Vesting Schedule .  If the Vesting Schedule of Part II of the Plan is amended, or the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to or from a top-heavy vesting schedule, each Participant with at least three Years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment or change, to have their nonforfeitable percentage computed under Part II of the Plan without regard to such amendment or change.  The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of:

(a)            60 days after the amendment is adopted;

(b)            60 days after the amendment becomes effective; or

(c)            60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator. 

 

 

 

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EXHIBIT A
ADJUSTMENT FACTORS FOR OPTIONAL AND LATE RETIREMENT BENEFITS

Factors for ages not illustrated on the following tables will be computed on an actuarial basis consistent with that used to compute the factors shown.

JOINT AND SURVIVOR OPTION PERCENTAGES

(Applicable only if the Participant’s age, nearest birthday, on the date monthly income commences is 65).

Age Nearest Birthday
of Joint Annuitant
on the Date Monthly Income
Commences to the Participant

 

Percentage of the Adjusted Retirement
Annuity Payments which are to be
Continued to the Surviving
Joint Annuitant

 

 

100%

66 2/3%

50%

 

 

 

 

 

50

    80.3%

    87.1%

    90.9%

51

80.7

87.5

91.3

52

81.1

87.9

91.8

53

81.5

88.4

92.2

54

82.0

88.8

92.7

55

82.4

89.3

93.2

56

82.9

89.8

93.8

57

83.3

90.3

94.3

58

83.8

90.9

94.9

59

84.3

91.4

95.5

60

84.8

92.0

96.1

61

85.3

92.7

96.8

62

85.9

93.3

97.5

63

86.4

94.0

98.3

64

86.9

94.7

99.1

65

87.5

95.4

100.0

66

88.0

96.2

100.0

67

88.6

97.0

101.9

68

89.1

97.9

102.9

69

89.6

98.7

104.0

70

90.2

99.6

105.1

 

 

 

 

 

1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

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CONTINGENT ANNUITANT OPTION PERCENTAGES

(Applicable only if the Participant’s age, nearest birthday, on the date monthly income commences is 65).

Age Nearest Birthday of Contingent Annuitant on the Date Monthly Income Commences to the Participant

 

Percentage of the Adjusted Retirement Annuity Payments which are to be Continued to the Surviving Contingent Annuitant

 

 

 

 

 

 

 

100%

66 2/3%

50%

 

 

 

 

 

50

    80.3%

    85.9%

      89.0% ~

51

80.7

86.2

89.3

52

81.1

86.5

89.6

53

81.5

86.9

89.8

54

82.0

87.2

90.1

55

82.4

87.5

90.4

56

82.9

87.9

90.6

57

83.3

88.2

90.9

58

83.8

88.6

91.2

59

84.3

89.0

91.5

60

84.8

89.3

91.8

61

85.3

89.7

92.1

62

85.9

90.1

92.4

63

86.4

90.5

92.7

64

86.9

90.9

93.0

65

87.5

91.3

93.3

66

88.0

91.7

93.6

67

88.6

92.1

93.9

68

89.1

92.5

94.2

69

89.6

92.9

94.5

70

90.2

93.2

94.8

 

 

 

 

 

1983 Group Annuity Table with Projection H, with mortality rates based on calendar year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

 

 

 

 

Life Ann/Opt.

 

 

 

 

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ANNUITY OPTION ADJUSTMENT PERCENTAGES

Percentages to be applied (to the monthly benefit which would be payable to the Participant on his Retirement Date if no Optional Form of Annuity were in effect) to determine the monthly income benefit commencing on the Participant’s Retirement Date if one of the following options is in effect.

 

 

 

 

 

 

Age Nearest Birthday   on
the Date Monthly
Income Commences

 

Annuity Option

 

 

 

 

 

 

5C&C

10C&C

15C&C

20C&C

 

 

 

 

 

 

50

 

    99.8%

    99.2%

    98.3%

    97.2%

51

 

99.8

99.1

98.1

96.9

52

 

99.7

99.0

97.9

96.6

53

 

99.7

98.9

97.7

96.3

54

 

99.7

98.8

97.5

96.0

55

 

99.6

98.6

97.3

95.6

56

 

99.6

98.5

97.0

95.2

57

 

99.6

98.4

96.8

94.8

58

 

99.5

98.3

96.5

94.3

59

 

99.5

98.1

96.2

93.8

60

 

99.4

98.0

95.9

93.3

61

 

99.4

97.8

95.5

92.7

62

 

99.3

97.6

95.0

92.0

63

 

99.3

97.3

94.5

91.2

64

 

99.2

97.1

94.0

90.4

65

 

99.1

96.7

93.3

89.5

66

 

99.0

96.4

92.6

88.5

67

 

98.9

95.9

91.8

87.4

68

 

98.8

95.4

91.0

86.2

69

 

98.6

94.9

90.0

84.9

70

 

98.4

94.3

89.0

83.5

 

 

 

 

 

 

1983 Group Annuity Table with Projection H, with morality rates based on calender year of birth of 1930 and interest at the rate of 7% per annum.

 

 

 

 

Life Ann/Opt.

 

 

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LATE RETIREMENT PERCENTAGES

(Applicable only if the Participant’s age, nearest birthday, on his or her Normal Retirement Date is 65).

The following percentages are applied to retirement benefits determined in accordance with Part II of the Plan, prior to any actuarial increase with respect to a Participant whose date of retirement is subsequent to his or her Normal Retirement Date, to determine actuarially increased retirement benefits commencing on his or her Late Retirement Date.  If benefits commence in a month other than the month in which the Participant attains the specified age, the percentage shall be determined by straight line interpolation.  Percentages for Late Retirement Dates and ages not illustrated will be computed on an actuarial basis consistent with that used to compute the factors shown.

 

 

 

Number of Years Late
Retirement Date Succeeds
Normal Retirement Date

 


Actuarial Increase
Percentage

 

 

 

1

 

111.3%

2

 

124.3%

3

 

139.2%

4

 

156.6%

5

 

176.8%

6

 

200.4%

7

 

228.3%

8

 

261.5%

9

 

301.1%

10

 

348.8%

 

 

 

 

The actuarial basis increase percentages beyond ten years after Normal Retirement Date shall be determined based on the 1951 Group Annuity Table with 2/3 of Projection C, with mortality rates based on calendar year of birth of 1910 and interest at a rate of 6% per annum (male rate).

Notwithstanding the foregoing, if late retirement benefits commence after Age 70½, a Participant’s Accrued Benefit shall be actuarially increased to take into account the period after Age 70½ in which the Participant was not receiving any benefits under Part II of the Plan.  Any such actuarial increase shall be the greater of (i) the actuarial increase determined in accordance with the rules described above, or (ii) such actuarial increase as shall be required under Code Section 401(a)(9)(C) and regulations promulgated thereunder.

 

 

Part II - 36

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Exhibit B

Participant Accrual Percentages

[LEFT BLANK INTENTIONALLY]

 

 

Part II - 37

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THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART III

(As amended and restated generally effective January 1, 2016)

 

 

 

 

 

 

 

 

 

 

 

 

PART III

84419371\V-5


 

 

THE HANOVER INSURANCE GROUP CASH BALANCE
PENSION PLAN

PART III

TABLE OF CONTENTS

PAGE

 

 

 

ARTICLE I  

PURPOSE AND EFFECTIVE DATE OF PLAN

1.01  

General Statement

1.02  

Effective Date

ARTICLE II  

PROVISIONS APPLICABLE TO TOP HEAVY PLANS

2.01  

Top Heavy Plan Requirements

2.02  

Determination of Top Heavy Status

2.03  

Minimum Benefit Requirements for Top Heavy Plans

ARTICLE III  

MINIMUM DISTRIBUTION REQUIREMENTS

3.01  

General Rules

3.02  

Time and Manner of Distribution

3.03  

Determination of Amount to be Distributed Each Year

3.04  

Requirements for Annuity Distributions That Commence During
Participant’s Lifetime

12 

3.05  

Requirements for Minimum Distributions Where Participant Dies
Before Date Distributions Begin

14 

3.06  

Definitions

14 

ARTICLE IV  

LIMITATIONS ON BENEFITS

16 

4.01  

General Limitations

16 

4.02  

Additional General Limitations

16 

4.03  

Limitation Year beginning after December 31, 1986

17 

4.04  

Limitation Year beginning after December 31, 1994

17 

4.05  

Definitions

17 

4.06  

Final Section 415 Regulations Effective Date

24 

ARTICLE V  

PRE ‑TERMINATION BENEFIT RESTRICTIONS

27 

5.01  

In General

27 

5.02  

Exceptions

27 

5.03  

Included Benefits

27 

ARTICLE VI  

BENEFIT RESTRICTIONS

27 

6.01  

Effective Date and Application of Section

27 

6.02  

Funding ‑Based Limitation on Shutdown Benefits and Other
Unpredictable Contingent Event Benefits

27 

6.03  

Limitations on Plan Amendments Increasing Liability for Benefits

28 

6.04  

Limitations on Accelerated Benefit Distributions

29 

6.05  

Limitation on Benefit Accruals for Plans With Severe Funding  
Shortfalls

30 

6.06  

Rules Relating to Contributions Required to Avoid Benefit  
Limitations

31 

6.07  

Presumed Underfunding for Purposes of Benefit Limitations

32 

6.08  

Treatment of Plan as of Close of Prohibited or Cessation Period

33 

6.09  

Definitions

33 

PART III

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ARTICLE VII  

PLAN FIDUCIARY RESPONSIBILITIES

34 

7.01  

Plan Fiduciaries

34 

7.02  

General Fiduciary Duties

35 

7.03  

Duties of the Trustee(s)

35 

7.04  

Powers and Duties of the Plan Administrator

35 

7.05  

Designation of Fiduciaries

37 

7.06  

Delegation of Duties by a Fiduciary

37 

ARTICLE VIII  

BENEFITS COMMITTEE

38 

8.01  

Appointment of Benefits Committee

38 

8.02  

Benefits Committee to Act by Majority Vote

38 

8.03  

Records and Reports of the Benefits Committee

38 

8.04  

Costs and Expenses of Administration

38 

8.05  

Indemnification of the Plan Administrator and Assistants

38 

ARTICLE IX  

CLAIMS PROCEDURE

39 

9.01  

Claims Fiduciary

39 

9.02  

Claims for Benefits

39 

9.03  

Duty to Keep Plan Administrator Informed of Current Address

39 

9.04  

Failure to Claim Benefits

39 

9.05  

Notice of Denial of Claim

39 

9.06  

Request for Review of Denial of Claim

40 

9.07  

Decision on Review of Denial of Claim

40 

9.08  

Disability Claims

40 

9.09  

Limitations Periods for Filing Claims and Legal Actions

41 

ARTICLE X  

AMENDMENT AND TERMINATION

41 

10.01  

Amendment of Plan

41 

10.02  

Employer May Discontinue Plan

42 

10.03  

Distribution of Benefits Upon Plan Termination

44 

10.04  

Return of Employer Contributions Under Special Circumstances.

44 

ARTICLE XI  

MISCELLANEOUS

45 

11.01  

Protection of Employee Interest

45 

11.02  

USERRA Compliance

45 

11.03  

Meaning of Words Used in Plan

46 

11.04  

Plan Does Not Create or Modify Employment Rights

46 

11.05  

Massachusetts Law Controls

46 

11.06  

Payments to come from Plan Assets

46 

11.07  

Receipt and Release for Payments

46 

11.08  

Mandatory Withholding on Eligible Rollover Distributions

46 

11.09  

Payment under Qualified Domestic Relations Orders

47 

11.10  

Electronic Communications

47 

 

 

 

Part III

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ARTI CLE I

PURPOSE AND EFFECTIVE DATE OF PLAN

1.0 1       General Statement .  The Hanover Insurance Group Cash Balance Pension Plan (the “ Plan ”) consists of three parts, Part I, Part II and Part III.  Part I of the Plan provides a cash balance and pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Cash Balance Pension Plan”.  Part II of the Plan provides a pension benefit, which was formerly provided under a plan known as “The Allmerica Financial Agents’ Pension Plan”.  This Part III of the Plan contains provisions applicable to each of Part I and Part II.

The provisions of this Part III of the Plan shall override any provision of Part I and or Part II of the Plan as provided in Part III of the Plan.

The words and phrases used in this Part III of the Plan shall have the meanings set forth in Part I of the Plan, unless a different meaning is clearly required by the context or is otherwise provided in Part III of the Plan.

1.0 2       Effective Date .  The effective date of this Part III of the Plan is January 1, 2016 (except for those provisions of this Part of the Plan which have an expressly stated alternative effective date).

AR TICLE II

PROVISIONS APPLICABLE TO TOP HEAVY PLANS

2.0 1       Top Heavy Plan Requirements .

(a)            For any Top Heavy Plan Year, the Plan shall provide the following:

(i)          the minimum vesting requirements for Top Heavy Plans set forth in Section 8.02 of Part I of the Plan and Section 7.02 of Part II of the Plan; and

(ii)         the minimum benefit accruals for Non ‑Key Employees set forth in Section 2.03 of this Part III below.

(b)            Once the Plan has become a Top Heavy Plan, the top heavy vesting requirements described in Section 8.02 of Part I of the Plan and Section 7.02 of Part II of the Plan shall be applicable to all subsequent Plan Years, regardless of whether such years are Top Heavy Plan Years.

(c)           If the Plan is or becomes a Top Heavy Plan, the provisions of this Article II of this Part III will supersede any conflicting provision in the Plan.

(d)            In determining Top Heavy Plan vesting, the Top Heavy vesting schedule set forth in Section 8.02 of Part I of the Plan and in Section 7.02 of Part II of the Plan

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applies to all benefits within the meaning of Code Section 411(a)(7), including benefits accrued before the effective date of Code Section 416 and benefits accrued before the Plan became top ‑heavy.  Further, no reduction in vested benefits may occur in the event the Plan’s status as top heavy changes for any Plan Year.  However, this Section does not apply to the Accrued Benefits of any Employee who does not have an Hour of Service after the Plan has initially become top ‑heavy and such Employee’s Accrued Benefits attributable to Employer contributions will be determined without regard to this Section.

2. 02       Determination of Top Heavy Status .

(a)            This Plan shall be a Top Heavy Plan for any Plan Year commencing after December 31, 1983 if any of the following conditions exists:

(i)          The top heavy ratio for this Plan exceeds 60 percent, and this Plan is not part of any required aggregation group or permissive aggregation group of plans.

(ii)         This Plan is a part of a required aggregation group of plans (but not part of a permissive aggregation group), and the top heavy ratio for the group of plans exceeds 60 percent.

(iii)        This Plan is a part of a required aggregation group and part of a permissive aggregation group of plans, and the top heavy ratio for the permissive aggregation group exceeds 60 percent.

(b)           The Plan's “top heavy ratio” shall be determined as follows:

(i)          If the Employer maintains one or more defined benefit plans and the employer has not maintained any defined contribution plan (including any simplified employee pension, as defined in Code Section 408(k)) which during the 5 ‑year period ending on the determination date(s) has or has had account balances, the top ‑heavy ratio for this plan alone or for the required or permissive aggregation group as appropriate is a fraction, the numerator of which is the sum of the present value of Accrued Benefits of all Key Employees as of the determination date(s) (including any part of any Accrued Benefit distributed in the 1 ‑year period ending on the determination date(s)) (5 ‑year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability), and the denominator of which is the sum of the present value of Accrued Benefits (including any part of any Accrued Benefits distributed in the 1 ‑year period ending on the determination date(s)) (5 ‑year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability), determined in accordance with Code Section 416 and the regulations thereunder.

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(ii)         If the Employer maintains one or more defined benefit plans and the employer maintains or has maintained one or more defined contribution plans (including any simplified employee pension) which during the 5 ‑year period ending on the determination date(s) has or has had any account balances, the top ‑heavy ratio for any required or permissive aggregation group as appropriate is a fraction, the numerator of which is the sum of the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees, determined in accordance with Section 2.02(b)(i) of this Part III above, and the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees as of the determination date(s), and the denominator of which is the sum of the present value of accrued benefits under the defined benefit plan or plans for all participants, determined in accordance with Section 2.02(b)(i) of this Part III above, and the account balances under the aggregated defined contribution plan or plans for all participants as of the determination date(s), all determined in accordance with Code Section 416 and the regulations thereunder.  The account balances under a defined contribution in both the numerator and denominator of the top heavy ratio are increased for any distribution of an account balance made in the 1 ‑year period ending on the determination date (5 ‑year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability).

(iii)        For purposes of Sections 2.02(b)(i) and 2.02(b)(ii) of this Part III above, the value of account balances and the present value of Accrued Benefits will be determined as of the most recent valuation date that falls within or ends with the 12 ‑month period ending on the determination date, except as provided in Code Section 416 and the regulations thereunder for the first and second plan years of a defined benefit plan.  The account balances and accrued benefits of a Participant (1) who is not a Key Employee but who was a Key Employee in a prior year, or (2) who has not been credited with at least one Hour of Service with any employer maintaining the Plan at any time during the 1 ‑year period ending on the determination date will be disregarded.  The calculation of the top ‑heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code Section 416 and the regulations thereunder.  Deductible employee contributions will not be taken into account for purposes of computing the top ‑heavy ratio.  When aggregating plans, the value of account balances and Accrued Benefits will be calculated with reference to the determination dates that fall within the same calendar year.

The Accrued Benefit of a Participant other than a Key Employee shall be determined under (A) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer, or (B) if there is no such method, as if such benefit accrued not

PART III ‑  3

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more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(1)(C).

(c)           Permissive aggregation group :  “ Permissive aggregation group ” means the required aggregation group of plans plus any other plan or plans of the Employer which, when considered as a group with the required aggregation group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

(d)           Required aggregation group : “ Required aggregation group ” means (i) each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the Plan has terminated), and (ii) any other qualified plan of the Employer which enables a plan described in (i) to meet the requirements of Code Sections 401(a)(4) or 410.

(e)           Determination date :  “ Determination date ” means the last day of the preceding Plan Year.

(f)           Valuation date :  “ Valuation date ” means the last day of each Plan Year, as of which Accrued Benefits are valued for purposes of calculating the top heavy ratio.

(g)           Present value :  “ Present value ” shall be based on the interest and mortality rates specified in the definition of Actuarial Equivalent.

2. 03       Minimum Benefit Requirements for Top Heavy Plans .

(a)           Minimum Benefit Requirements for Top Heavy Plans.

Notwithstanding any other provision in this Plan except Section 2.03(b) and Section 2.03(c) of this Part III below, for any Plan Year in which this Plan is a Top Heavy Plan, each Participant who is not a Key Employee and has completed at least 1,000 Hours of Service will accrue a benefit (to be provided solely by Employer contributions and expressed as a life annuity commencing at Normal Retirement Age) of not less than 2% of the Participant’s highest average Compensation for the five consecutive years in which such Non ‑Key Employee had the highest Compensation (as defined for purposes of Article III of Part III of the Plan).  The aggregate Compensation for the years during such five ‑year period in which the Participant was credited with a Year of Service will be divided by the number of such years in order to determine average annual Compensation.

Provided ,   however , that no additional benefit accruals shall be provided pursuant to this Section to the extent that the total accruals on behalf of the Participant attributable to Employer contributions will provide a benefit expressed as a life annuity commencing at Normal Retirement Age that equals or exceeds 20% of the Participant’s average Compensation for the five consecutive years in which the Participant had the highest Compensation (as defined for purposes of Article III of Part III of the Plan).  All accruals of Employer ‑derived benefits, whether or not

PART III ‑  4

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attributable to years for which the Plan is Top Heavy, may be used in computing whether the minimum 20% accrual requirements of this paragraph are satisfied.

The minimum accrual above applies even though under other Plan provisions the Participant would not otherwise be entitled to receive an accrual, or would have received a lesser accrual for the Plan Year because (i) the Non ‑Key Employee fails to make mandatory contributions to the Plan, (ii) the Non ‑Key Employee’s Compensation is less than a stated amount, (iii) the Non ‑Key Employee is not employed on the last day of the accrual computation period, or (iv) the Plan is integrated with Social Security.

The Compensation required to be taken into account under this Section is Compensation as defined for purposes of Article III of Part III of the Plan that is not in excess of the applicable dollar limitation imposed by Code Section 401(a)(17).  However, Compensation received by a Non ‑Key Employee for Plan Years beginning after the close of the last year in which the Plan was a Top Heavy Plan shall be disregarded.  The minimum accrual determined under this Section shall be determined without regard to any Social Security contribution.

The top ‑heavy minimum benefit is a life annuity benefit (with no ancillary benefits) commencing at Normal Retirement Age.  If the benefit commences at a date other than Normal Retirement Age, the Employee must receive at least an amount that is the Actuarial Equivalent of the minimum single life annuity benefit commencing at Normal Retirement Age.

Notwithstanding the foregoing, for Plan Years beginning after December 31, 2001, for purposes of satisfying the minimum benefit requirements of Code Section 416(c)(1) and the Plan, in determining Years of Service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Code Section 410(b)) no Key Employee or former Key Employee.

(b)        Notwithstanding anything herein to the contrary, in any Plan Year in which a Non ‑Key Employee participates in both a defined benefit plan and a defined contribution plan included in a Required or Permissive Aggregation Group of Top Heavy Plans, the Employer is not required to provide the Non ‑Key Employee with both the full and separate minimum benefit and the full and separate minimum contribution.  Therefore, if the Employer maintains such a defined benefit and defined contribution plan, the top ‑heavy minimum benefits shall be provided as follows:

(i)          If a Non ‑Key Employee is a participant in any such Top Heavy defined contribution plan, the minimum benefit described in Section 2.03(a) of this Part III above shall not be provided to each such Non ‑Key Employee who receives at least the full Top Heavy minimum contribution provided in such defined contribution plan for Non ‑Key Employee participants.

(ii)         If a Non ‑Key Employee is not a Participant in any such Top Heavy defined contribution plan, the minimum and extra minimum benefits, if applicable, described in Section 2.03(a) of this Part III shall be provided to

PART III ‑  5

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each such Non ‑Key Employee meeting the requirements of Section 2.03(a) of this Part III above.

Notwithstanding any provision herein to the contrary, no minimum benefit will be required (or the minimum benefit will be reduced, as the case may be) for a Participant under this Plan for any Plan Year if the Employer maintains another qualified defined benefit plan under which a minimum benefit is being accrued in whole or in part for the Participant in accordance with Code Section 416(c).

(c)        The minimum accrued benefit described in this Section (to the extent required to be nonforfeitable under Code Section 416(b)) may not be forfeited under Code Sections 411(a)(3)(B) or 411(a)(3)(D).

ARTI CLE III

MINIMUM DISTRIBUTION REQUIREMENTS

3.0 1       General Rules .

(a)        Effective date .  The provisions of this Article will apply with respect to distributions under the Plan made for calendar years beginning on or after January 1, 2006.  With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002 and prior to the effective date of the application of the Treasury Regulations under Code Section 401(a)(9) that were finalized on June 15, 2004, the Plan used the 1987 proposed regulations.

(b)        Requirements of Treasury Regulations incorporated .  All distributions required under this Article of this Part III shall be determined and made in accordance with Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and the regulations thereunder.

(c)        Precedence .  Subject to the joint and survivor annuity requirements of the Plan, the requirements of this Article of this Part III will take precedence over any inconsistent provisions of the Plan.

(d)        TEFRA Section 242(b)(2) elections .

(i)          Notwithstanding the other provisions of this Article and the Plan, other than the spouse’s right of consent afforded under the Plan, distributions may be made on behalf of any Participant, including a five percent (5%) owner, who has made a designation in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“ TEFRA ”) and in accordance with all of the following requirements (regardless of when such distribution commences):

(A)        The distribution by the Plan is one which would not have disqualified such plan under Code Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.

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(B)        The distribution is in accordance with a method of distribution designated by the Participant whose interest in the plan is being distributed or, if the Participant is deceased, by a beneficiary of such Participant.

(C)        Such designation was in writing, was signed by the Participant or beneficiary, and was made before January 1, 1984.

(D)        The Participant had accrued a benefit under the Plan as of December 31, 1983.

(E)        The method of distribution designated by the Participant or the beneficiary specifies the time at which distribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Participant’s death, the beneficiaries of the Participant listed in order of priority.

(ii)         A distribution upon death will not be covered by the transitional rule of this Section 3.01(d) of this Part III unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Participant.

(iii)        For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Participant, or the beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in (i)(A) and (i)(E) of Section 3.01(d) of this Part III.

(iv)          If a designation is revoked, any subsequent distribution must satisfy the requirements of Code Section 401(a)(9) and the regulations thereunder.  If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Code Section 401(a)(9) and the regulations thereunder, but for the TEFRA Section 242(b)(2) election.  For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements.  Any changes in the designation will be considered to be a revocation of the designation.  However, the mere substitution or addition of another beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life).

PART III ‑  7

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(v)        In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Treasury Regulation Section 1.401(a)(9)-8, Q&A ‑14 and Q&A ‑15, shall apply.

(e)           Limits on distribution periods .  To the extent otherwise permitted under the terms of the Plan, as of the first Distribution Calendar Year, distributions to a Participant, if not made in a single sum, may only be made over one of the following periods:

(i)          The life of the Participant;

(ii)         The joint lives of the Participant and a Designated Beneficiary;

(iii)        A period certain not extending beyond the Life Expectancy of the Participant; or

(iv)       A period certain not extending beyond the joint life and last survivor expectancy of the Participant and a Designated Beneficiary.

3.0 2       Time and Manner of Distribution .

(a)           Required Beginning Date .  The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(b)           Death of Participant before distributions begin .  If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(i)          Life Expectancy rule, spouse is beneficiary .  If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then, except as provided in Section 3.01(d) of this Part III, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½ , if later.

(ii)         Life Expectancy rule, spouse is not beneficiary .  If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, then, except as provided in Section 3.01(d) of this Part III, distributions to the Designated Beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.

(iii)        No Designated Beneficiary, 5 ‑year rule .  If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31st of the calendar year containing the fifth anniversary of the Participant’s death.

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(iv)          Surviving spouse dies before distributions begin .  If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, Section 3.02(b) of this Part III, other than Section 3.02(b)(i) of this Part III, will apply as if the surviving spouse were the Participant.

For purposes of Section 3.02(b) of this Part III, distributions are considered to begin on the Participant’s Required Beginning Date (or, if Section 3.02(b)(iv) of this Part III applies, the date distributions are required to begin to the surviving spouse under Section 3.02(a) of this Part III).  If annuity payments irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 3.02(b)(i) of this Part III), the date distributions are considered to begin is the date distributions actually commence.

(c)           Form of distribution .  Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, distributions will be made in accordance with Sections 3.03, 3.04 and 3.05 of this Part III as of the first Distribution Calendar Year.  If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder.  Any part of the Participant’s interest which is in the form of an individual account described in Code Section 414(k) will be distributed in a manner satisfying the requirements of Code Section 401(a)(9) and the regulations thereunder applicable to individual accounts.

3. 03       Determination of Amount to be Distributed Each Year .

(a)           General annuity requirements .  A Participant who is required to begin payments as a result of attaining his or her Required Beginning Date and whose interest has not been distributed in the form of an annuity purchased from an insurance company or in a single sum before such date may receive such payments in the form of annuity payments under the Plan.  Payments under such annuity must satisfy the following requirements:

(i)          The annuity distributions will be paid in periodic payments made at intervals not longer than one year;

(ii)         The distribution period will be over a life (or lives) or over a period certain not longer than the period described in Sections 3.04 or 3.05 of this Part III;

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(iii)        Once payments have begun over a period certain, the period certain will not be changed, even if the period certain is shorter than the maximum period permitted, unless otherwise elected in Section 3.01(d) of this Part III;

(iv)          Payments will either be non ‑increasing or increase only to the extent permitted by one of more of the following conditions:

(A)           By an annual percentage increase that does not exceed the annual percentage increase in an Eligible Cost ‑of ‑Living Index for a 12 ‑month period ending in the year during which the increase occurs or the prior year;

(B)           By a percentage increase that occurs at specified times ( e.g. , at specified ages) and does not exceed the cumulative total of annual percentage increases in an Eligible Cost ‑of ‑Living Index since the annuity starting date, or if later, the date of the most recent percentage increase.  In cases providing such a cumulative increase, an actuarial increase may not be provided to reflect the fact that increases were not provided in the interim years;

(C)          To the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described in Section 3.04 of this Part III dies or is no longer the Participant’s beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p);

(D)          To allow a beneficiary to convert the survivor portion of a joint and survivor annuity into a single sum distribution upon the Participant’s death;

(E)          To pay increased benefits that result from a Plan amendment or other increase in the Participant’s accrued benefit under the Plan;

(F)          By a constant percentage, applied not less frequently than annually, at a rate that is less than 5 percent per year;

(G)          To provide a final payment upon the death of the Participant that does not exceed the excess of the actuarial present value of the Participant’s accrued benefit (within the meaning of Code Section 411(a)(7)) calculated as of the annuity starting date using the applicable interest rate and the applicable mortality table under Code Section 417(e) (or, if greater, the total amount of employee contributions) over the total of payments before the death of the Participant; or

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(H)          As a result of dividend or other payments that result from Actuarial Gains, provided:

(1)          Actuarial Gain is measured not less frequently than annually;

(2)          The resulting dividend or other payments are either paid no later than the year following the year for which the actuarial experience is measured or paid in the same form as the payment of the annuity over the remaining period of the annuity (beginning no later than the year following the year for which the actuarial experience is measured);

(3)          The Actuarial Gain taken into account is limited to actuarial gain from investment experience;

(4)          The assumed interest rate used to calculate such Actuarial Gains is not less than 3 percent; and

(5)          The annuity payments are not also being increased by a constant percentage as described in Section 3.03(a)(iv)(F)

(b)           Amount required to be distributed by Required Beginning Date .

(i)          In the case of a Participant whose interest in the Plan is being distributed as an annuity pursuant to Section 3.03(a) of this Part III, the amount that must be distributed on or before the Participant’s Required Beginning Date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Sections 3.02(b)(i) or 3.02(b)(ii) of this Part III) is the payment that is required for one payment interval.  The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year.  Payment intervals are the periods for which payments are received, e.g., bi ‑monthly, monthly, semiannually, or annually.  All of the Participant’s benefit accruals as of the last day of the first Distribution Calendar Year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s Required Beginning Date.

(ii)         In the case of a single sum distribution of a Participant’s entire accrued benefit during a Distribution Calendar Year, the amount that is the required minimum distribution for the Distribution Calendar Year (and thus not eligible for rollover under Code Section 402(c)) is determined under this Section 3.03(b)(ii) of this Part III.  The portion of the single sum distribution that is a required minimum distribution is determined by treating the single sum distribution as a distribution from an individual account Plan and treating the amount of the single sum distribution as the Participant’s account balance as of the end of the relevant valuation

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calendar year.  If the single sum distribution is being made in the calendar year containing the Required Beginning Date and the required minimum distribution for the Participant’s first Distribution Calendar Year has not been distributed, the portion of the single sum distribution that represents the required minimum distribution for the Participant’s first and second Distribution Calendar Years is not eligible for rollover.

(c)           Additional accruals after first Distribution Calendar Year .  Any additional benefits accruing to the Participant in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.  Notwithstanding the preceding, the Plan will not fail to satisfy the requirements of this Section 3.03(c) of this Part III and Code Section 401(a)(9) merely because there is an administrative delay in the commencement of the distribution of the additional benefits accrued in a calendar year, provided that the actual payment of such amount commences as soon as practicable.  However, payment must commence no later than the end of the first calendar year following the calendar year in which the additional benefit accrues, and the total amount paid during such first calendar year must be no less than the total amount that was required to be paid during that year under this Section 3.03(c) of this Part III.

(d)           Death after distributions begin .  If a Participant dies after distribution of the Participant’s interest begins in the form of an annuity meeting the requirements of this Article, then the remaining portion of the Participant’s interest will continue to be distributed over the remaining period over which distributions commenced.

3.0 4       Requirements for Annuity Distributions That Commence During Participant’s Lifetime .

(a)           Joint life annuities where the beneficiary is the Participant’s spouse .  If distributions commence under a distribution option that is in the form of a joint and survivor annuity for the joint lives of the Participant and the Participant’s spouse, the minimum distribution incidental benefit requirement will not be satisfied as of the date distributions commence unless, under the distribution option, the periodic annuity payment payable to the survivor does not at any time on and after the Participant’s Required Beginning Date exceed the annuity payable to the Participant.  In the case of an annuity that provides for increasing payments, the requirement of this Section 3.04(a) of this Part III will not be violated merely because benefit payments to the beneficiary increase, provided the increase is determined in the same manner for the Participant and the beneficiary.  If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and the Participant’s spouse and a period certain annuity, the preceding requirements will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain.

(b)           Joint life annuities where the beneficiary is not the Participant’s spouse .  If distributions commence under a distribution option that is in the form of a joint

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and survivor annuity for the joint lives of the Participant and a beneficiary other than the Participant’s spouse, the minimum distribution incidental benefit requirement will not be satisfied as of the date distributions commence unless under the distribution option, the annuity payments to be made on and after the Participant’s Required Beginning Date will satisfy the conditions of this Section 3.04(b) of this Part III.  The periodic annuity payment payable to the survivor must not at any time on and after the Participant’s Required Beginning Date exceed the applicable percentage of the annuity payment payable to the Participant using the table set forth in Q&A ‑2(c)(2) of Section 1.401(a)(9)-6 of the Treasury Regulations.  The applicable percentage is based on the adjusted Participant/beneficiary age difference.  The adjusted Participant/beneficiary age difference is determined by first calculating the excess of the age of the Participant over the age of the beneficiary based on their ages on their birthdays in a calendar year.  If the Participant is younger than age 70, the age difference determined in the previous sentence is reduced by the number of years that the Participant is younger than age 70 on the Participant’s birthday in the calendar year that contains the annuity starting date.  In the case of an annuity that provides for increasing payments, the requirement of this Section 3.04(b) of this Part III will not be violated merely because benefit payments to the beneficiary increase, provided the increase is determined in the same manner for the Participant and the beneficiary.  If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a non ‑spouse beneficiary and a period certain annuity, the preceding requirements will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain.

(c)           Period certain annuities .  Unless the Participant’s spouse is the sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations for the calendar year that contains the annuity starting date.  If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date.  If the Participant’s spouse is the Participant’s sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this Section 3.04(c) of this Part III, or the joint life and last survivor expectancy of the Participant and the Participant’s spouse as determined under the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the calendar year that contains the annuity starting date.

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3.0 5       Requirements for Minimum Distributions Where Participant Dies Before Date Distributions Begin .

(a)           Participant survived by Designated Beneficiary .  Except as provided in Section 3.01(d) of this Part III, if the Participant dies before the date distribution of his or her interest begins and there is a Designated Beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in Section 3.02(b)(i) or Section 3.02(b)(ii) of this Part III, over the life of the Designated Beneficiary or over a period certain not exceeding:

(i)          Unless the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(ii)         If the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year that contains the annuity starting date.

(b)           No Designated Beneficiary .  If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c)           Death of surviving spouse before distributions to surviving spouse begin .  If the Participant dies before the date distribution of his or her interest begins, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, this Section 3.05 of this Part III will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 3.02(b)(i) of this Part III.

3. 06       Definitions .

(a)           Actuarial Gain . “ Actuarial Gain ” means the difference between an amount determined using the actuarial assumptions ( i.e. , investment return, mortality, expense, and other similar assumptions) used to calculate the initial payments before adjustment for any increases and the amount determined under the actual experience with respect to those factors.  Actuarial Gain also includes differences between the amount determined using actuarial assumptions when an annuity was purchased or commenced and such amount determined using actuarial assumptions used in calculating payments at the time the Actuarial Gain is determined.

(b)           Designated Beneficiary . “ Designated Beneficiary ” means the individual who is designated as the beneficiary under the Plan and is the Designated Beneficiary

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under Code Section 401(a)(9) and Section 1.401(a)(9)-4, Q&A ‑1, of the Treasury Regulations.

(c)           Distribution Calendar Year . “ Distribution Calendar Year ” means a calendar year for which a minimum distribution is required.  For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date.  For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 3.02(b) of this Part III.

(d)           Eligible Cost ‑of ‑Living Index .  An “ Eligible Cost ‑of ‑Living Index ” means an index described below:

(i)          A consumer price index that is based on prices of all items (or all items excluding food and energy) and issued by the Bureau of Labor Statistics, including an index for a specific population (such as urban consumers or urban wage earners and clerical workers) and an index for a geographic area or areas (such as a given metropolitan area or state); or

(ii)         A percentage adjustment based on a cost ‑of ‑living index described in Section 3.06(d)(i) of this Part III above, or a fixed percentage, if less.  In any year when the cost ‑of ‑living index is lower than the fixed percentage, the fixed percentage may be treated as an increase in an Eligible Cost ‑of ‑Living Index, provided it does not exceed the sum of:

(A)          The cost ‑of ‑living index for that year, and

(B)          The accumulated excess of the annual cost ‑of ‑living index from each prior year over the fixed annual percentage used in that year (reduced by any amount previously utilized under this Section 3.06(d)(ii) of this Part III).

(e)           Life Expectancy . “ Life Expectancy ” means the life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

(f)           Required Beginning Date .  Except as otherwise provided in the Plan, the “ Required Beginning Date ” means the April 1st of the calendar year following the later of the calendar year in which the Participant attains age 70 ½ , or the calendar year in which the Participant retires, except that benefit distributions to a “5 ‑percent owner” must commence by April 1 of the calendar year following the calendar year in which the Participant attains age 70 ½.  Once distributions have begun to a “5 ‑percent owner” under this Article III, they must continue to be distributed, even if the Participant ceases to be a “5 ‑percent owner” in a subsequent Plan Year.

5 ‑percent owner ” means a Participant who is a 5 ‑percent owner as defined in Code Section 416 at any time during the Plan Year ending with or within the calendar year in

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which such owner attains age 70 ½.  Once required minimum distributions have begun to a 5 ‑percent owner, they must continue to be distributed, even if the Participant ceases to be a 5 ‑percent owner in a subsequent year.

ART ICLE IV

LIMITATIONS ON BENEFITS

The limitations of Sections 4.01 through 4.05 of this Part III shall be subject to those of Section 4.06 of this Part III, which shall apply in Limitation Years beginning on or after July 1, 2007, except as otherwise provided therein.

4.0 1       General Limitations .  Section 4.01 of this Part III applies regardless of whether any Participant is or has ever been a participant in another qualified plan maintained by the Employer.  If any Participant is or has ever been a participant in another qualified plan, a welfare benefit fund (as defined in Code Section 419(e)), an individual medical account (as defined in Code Section 415(1)(2)), or a simplified employee pension (as defined in Code Section 408(k)) maintained by the Employer which provides an Annual Addition, Section 4.02 of this Part III is also applicable to that Participant’s benefits.

(a)           The Annual Benefit otherwise payable to a Participant at any time will not exceed the Maximum Permissible Benefit.  If the benefit the Participant would otherwise accrue in a Limitation Year would produce an Annual Benefit in excess of the Maximum Permissible Benefit, the benefit must be limited (or the rate of accrual reduced) so that the Annual Benefit does not exceed the Maximum Permissible Benefit.

(b)           If a Participant has made voluntary employee contributions, or mandatory employee contributions as defined in Code Section 411(c)(2)(C) under the terms of this Plan, the amount of such contributions is treated as an Annual Addition to a qualified defined contribution plan, for purposes of Sections 4.01(a) and 4.01(b) of this Part III.

4.0 2       Additional General Limitations .  Section 4.02 of this Part III applies if any Participant is also a participant, or has ever participated, in another plan maintained by the Employer, including a qualified plan, a welfare benefit fund maintained by the Employer (as defined in Code   Section  419(e)) under which amounts attributable to post ‑retirement medical benefits are allocated to separate accounts of Key Employees (as defined in Code Section 419(A)(d)(3)), an individual medical account, or a simplified employee pension which provides an Annual Addition.

(a)           If a Participant is, or has ever been, a participant covered under more than one defined benefit plan maintained by the Employer, the sum of the Participant’s Annual Benefits from all such plans may not exceed the Maximum Permissible Benefit.  If a Participant is or has ever been a participant in more than one defined benefit plan maintained by an Employer, the rate of accrual in this Plan will be

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reduced so that the total Annual Benefits payable at any time under such plans will not exceed the Maximum Permissible Benefit.

(b)           For Limitation Years beginning before January 1, 2000, if the Employer maintains, or ever maintained, one or more qualified defined contribution plans covering any Participant in this Plan, a welfare benefit fund (as defined in Code Section 419(e)), an individual medical account (as defined in Code Section 415(1)(2)), or a simplified employee pension(as defined in Code Section 408(k)), the sum of the Participant’s Defined Contribution Fraction and Defined Benefit Fraction (the “ Combined Limit ”) will not exceed 1.0 in any Limitation Year.  In the event that a Participant’s Combined Limit would otherwise be exceeded for a Limitation Year, the Participant's rate of accrual under this Plan will be reduced, to the extent necessary, such that such accrual plus the Annual Additions credited to any such Participant’s account for the Limitation Year under the defined contribution plan, welfare benefit fund, individual medical account or simplified employee pension will not exceed the Combined Limit.

4.0 3       Limitation Year beginning after December 31, 1986 .  In the case of an individual who was a participant in one or more defined benefit plans of the Employer as of the first day of the first Limitation Year beginning after December 31, 1986, the application of the limitations of this Article shall not cause the Maximum Permissible Benefit for such individual under all such defined benefit plans to be less than the individual’s current Accrued Benefit.  The preceding sentence applies only if all such defined benefit plans met the requirements of Code Section 415 for all Limitation Years beginning before January 1, 1987.

4.0 4       Limitation Year beginning after December 31, 199 4 .  In the case of an individual who was a participant in one or more defined benefit plans of the Employer as of the first day of the first Limitation Year beginning after December 31, 1994, the application of the limitations of this Article shall not cause the Maximum Permissible Amount for such individual under all such defined benefit plans to be less than the individual’s Retirement Protection Act of 1994 (“ RPA `94 ”) old law benefit.  The preceding sentence applies only if all such defined benefit plans met the requirements of Code Section 415 on December 7, 1994.

4.0 5       Definitions .  For the purposes of this Article, the following words and phrases shall have the meanings set forth in this Section 4.05 of this Part III, unless a different meaning is clearly required by the context.

(a)           Annual Additions .  “ Annual Additions ” means the sum of the following amounts credited to a Participant’s account for the Limitation Year:

(i)          Employer contributions;

(ii)         Employee contributions;

(iii)        Allocations under a simplified employee pension;

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(iv)          Forfeitures; and

(v)        Amounts allocated after March 31, 1984, to an individual medical account that is part of a pension or annuity plan maintained by the Employer are treated as Annual Additions to a defined contribution plan.  Also, amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post ‑retirement medical benefits allocated to the separate account of a Key Employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer, are treated as Annual Additions to a defined contribution plan.

(b)           Annual Benefit .  “ Annual Benefit ” means a retirement benefit under the Plan which is payable annually in the form of a straight life annuity.  A benefit which is payable in a form other than a straight life annuity must be adjusted to an actuarially equivalent straight life annuity before applying the limitations of this Article.  In the case of a “ GATT Benefit ” (which for this purpose is any benefit unless it is paid in the form of a non ‑decreasing annuity payable over a period not less than the life of the Participant) or a “ Non ‑GATT Benefit ” (which for this purpose is any benefit other than a GATT Benefit), the actuarial equivalent straight life annuity commencing as of the benefit commencement date of such GATT Benefit or Non ‑GATT Benefit is the greater of (i) the equivalent annual life annuity determined by using the interest rate and mortality table in Section 2.02 in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan), or Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan); and (ii) the equivalent annual life annuity determined by using the combination of (A) a 5% interest rate in the case of a Non ‑GATT Benefit or the Code Section 417 Interest Rate in the case of a GATT Benefit; and (B) the Code Section 417 Mortality Table.  The portion of the actuarial equivalent straight life annuity attributable to the GATT Benefit is the “ GATT Percentage ,” and the portion of the actuarial equivalent straight life annuity attributable to the Non ‑GATT Benefit is the “ Non ‑GATT Percentage .”  The Annual Benefit does not include any benefits attributable to Employee contributions or rollover contributions, or the assets transferred from a qualified plan that was not maintained by the Employer.  No actuarial adjustment to the benefit is required for (i) the value of a Qualified Joint and Survivor Annuity, (ii) the value of benefits that are not directly related to retirement benefits (such as the qualified disability benefit, pre ‑retirement death benefits, and post ‑retirement medical benefits), and (iii) the value of post ‑retirement cost ‑of ‑living increases made in accordance with Code Section 415(d) and Treasury Regulation Section 1.415(c)(2)(iii).

(c)           Defined Benefit Dollar Limitation . The “ Defined Benefit Dollar Limitation ” is $90,000.  Effective on January 1 of each year, the $90,000 limitation above will be automatically adjusted by multiplying such limit by the cost of living adjustment factor prescribed by the Secretary of the Treasury under Code Section 415(d) in such manner as the Secretary shall prescribe.  The new limitation will

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apply to Limitation Years ending within the calendar year of the date of the adjustment.

Notwithstanding the foregoing, effective for Limitation Years ending after December 31, 2001, the Defined Benefit Dollar Limitation is $160,000, as adjusted effective January 1 of each year under Code Section 415(d) in such manner as the Secretary shall prescribe, and payable in the form of a straight life annuity.  A limitation as adjusted under Code Section 415(d) will apply to Limitation Years ending with or within the calendar year for which the adjustment applies.

(d)           Defined Benefit Fraction .  “ Defined Benefit Fraction ” means a fraction, the numerator of which is the sum of the Participant’s Projected Annual Benefits under all the defined benefit plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of 125 percent of the dollar limitation determined for the Limitation Year under Code Section 415(b)(1)(A) and Code Section 415(d) or 140 percent of the Highest Average Compensation, including any adjustments under Code Section 415(b)(5), both in accordance with Section 4.05(h) of this Part III below.

Notwithstanding the above, if the Participant was a participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined benefit plans maintained by the Employer which were in existence on May 6, 1986, the denominator of this fraction will not be less than 125 percent of the sum of the annual benefits under such plans which the Participant had accrued as of the close of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of the Plan after May 5, 1986.  The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Code Section 415 for all Limitation Years beginning before January 1, 1987.

Notwithstanding the foregoing, for Limitation Years beginning before January 1, 2000, for any Top Heavy Plan Year, 100 percent shall be substituted for 125 percent unless an extra minimum benefit or contribution is credited pursuant to Section 2.03(b) of Part III of the Plan.  However, for any such Plan Year in which this Plan is a super top heavy plan, 100 percent shall be substituted for 125 percent in any event.

(e)           Defined Contribution Fraction .  “ Defined Contribution Fraction ” means a fraction, the numerator of which is the sum of the Annual Additions to the Participant’s account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Participant’s nondeductible employee contributions to this and all other defined benefit plans (whether or not terminated) maintained by the Employer), and the Annual Additions attributable to all welfare benefit funds (as defined in Code Section 419(e)), individual medical accounts (as defined in Code Section 415(1)(2)), or

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simplified employee pensions (as defined in Code Section 408(k)), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer).

The maximum aggregate amount in any Limitation Year is the lesser of (i) 125 percent of the dollar limitation under Code Section 415(c)(1)(A) after adjustment under Section 415(d), or (ii) 35 percent of the Participant’s Compensation for such year.

If the Employee was a participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan.  Under the adjustment, an amount equal to the product of (i) the excess of the sum of the fractions over 1.0 times (ii) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction.  The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plans made after May 6, 1986, but using the Code Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987.

The annual addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all employee contributions as Annual Additions.

Notwithstanding the foregoing, for Limitation Years beginning before January 1, 2000, for any Top Heavy Plan Year, 100 percent shall be substituted for 125 percent unless an extra minimum allocation is made pursuant to Section 2.03(b) of Part III of the Plan.  However, for any such Plan Year in which this Plan is a super top heavy plan, 100 percent shall be substituted for 125 percent in any event.

(f)           Employer .  “ Employer ” means the employer that adopt this Plan and all members of a controlled group of corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)), all trades or businesses under common control (as defined in Code Section 414(c) as modified by Code Section 415(h)), or all members of an affiliated service group (as defined in Code Section 414(m)) of which the adopting Employer is a part, and any other entity required to be aggregated with the Employer pursuant to regulations under Code Section 414(o).

(g)           Highest Average Compensation . “ Highest Average Compensation ” means the average Compensation for the three consecutive years of service with the Employer that produces the highest average.  A “ year of service   with the Employer is the 12 ‑consecutive month period defined in Section 2.44 of Part I of the Plan.

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In the case of a Participant who has separated from service, the Participant’s Highest Average Compensation will be automatically adjusted by multiplying such compensation by the cost of living adjustment factor prescribed by the Secretary of the Treasury under Code Section 415(d) in such manner as the Secretary shall prescribe.  The adjusted compensation amount will apply to Limitation Years ending within the calendar year of the date of the adjustment.

(h)           Maximum Permissible Benefit . “ Maximum Permissible Benefit ” means

(i)          The lesser of the Defined Benefit Dollar Limitation or 100 percent of the Participant’s Highest Average Compensation.

(ii)         If the Participant has less than ten years of participation in the Plan, the Defined Benefit Dollar Limitation is reduced by one ‑tenth for each year of participation (or part thereof) less than ten.

(iii)        If the Participant has less than ten years of service with the Employer, the Compensation limitation is reduced by one ‑tenth for each Year of Service (or part thereof) less than ten.  The adjustments of this Section 4.05(h)(iii) of this Part III shall be applied in the denominator of the Defined Benefit Fraction based upon Years of Service.  For purposes of computing the Defined Benefit Fraction only, Years of Service shall include future years of service occurring before the Participant’s Normal Retirement Age.  Such future years of service shall include the year that contains the date the Participant reaches Normal Retirement Age, only if it can be reasonably anticipated that the Participant will receive a Year of Service for such year, or the year in which the Participant terminates employment, if earlier.

(iv)          If the Annual Benefit of the Participant commences before the Participant’s Social Security Retirement Age, but on or after Age 62, the Defined Benefit Dollar Limitation as reduced above, if necessary, shall be determined as follows:

(A)          If a Participant’s Social Security Retirement Age is 65, the Dollar Limitation for benefits commencing on or after Age 62 is determined by reducing the Defined Benefit Dollar Limitation by 5/9 of one percent for each month by which benefits commence before the month in which the Participant attains Age 65.

(B)          If a Participant’s Social Security Retirement Age is greater than 65, the Dollar Limitation for benefits commencing on or after Age 62 is determined by reducing the Defined Benefit Dollar Limitation by 5/9 of one percent for each of the first 36 months and 5/12 of one percent for each of the additional months (up to 24 months) by which benefits

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commence before the month of the Participant’s Social Security Retirement Age.

(v)        If the Annual Benefit of a Participant commences prior to Age 62, the Defined Benefit Dollar Limitation shall be the actuarial equivalent of an Annual Benefit beginning at Age 62, as determined above, reduced for each month by which benefits commence before the month in which the Participant attains Age 62.  The reduced dollar limitation is the sum of the Non ‑GATT Limitation and the GATT Limitation.  For purposes of the immediately preceding sentence, the “ Non ‑GATT Limitation ” is the product of the Non ‑GATT Percentage and the lesser of the equivalent early retirement dollar amount computed as described in Section 6.02 of Part I of the Plan or in Section 5.02 of Part II of the Plan  and the amount computed using an interest rate of 5% and the Code Section 417 Mortality Table in Section 2.02 in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan) or Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan), as appropriate; and the “ GATT Limitation ” is the product of the GATT Percentage (as described in Section 4.05(b) of Part III of the Plan) and the lesser of the equivalent early retirement dollar amount computed as described in Section 6.02 of Part I of the Plan or in Section 5.02 of Part II of the Plan and the amount computed using the Code Section 417 Interest Rate and the Code Section 417 Mortality Table (as described in Section 2.02 in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan)) or Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan).  Any decrease in the Defined Benefit Dollar Limitation determined in accordance with Section 4.05(h)(v) of this Part III shall not reflect a mortality decrement to the extent that benefits will not be forfeited upon the death of the Participant.

(vi)          If the Annual Benefit of a Participant commences after the Participant’s Social Security Retirement Age, the Defined Benefit Dollar Limitation as reduced in Section 4.05(h)(ii) of this Part III above, if necessary, shall be adjusted so that it is the actuarial equivalent of an annual benefit of such Dollar Limitation beginning at the Participant’s Social Security Retirement Age.  The increased dollar limitation is the lesser of the equivalent dollar amount computed using the interest rate and mortality table used for actuarial equivalence set forth in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan) or Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan) and the amount computed using an interest rate of 5 percent and the Code Section 417 Mortality Table as described in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan) or in

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Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan).

(i)           Projected Annual Benefit .  “ Projected Annual Benefit ” means the Annual Benefit, as defined in Section 4.05(b) of this Part III, to which the Participant would be entitled under the terms of the Plan assuming:

(i)          the Participant will continue employment until Normal Retirement Age under the Plan (or current Age, if later); and

(ii)         the Participant’s Compensation for the current Limitation Year and all other relevant factors used to determine benefits under the Plan will remain constant for all future Limitation Years.

(j)           RPA ‘94 Old Law Benefit .  “ RPA '94 Old Law Benefit ” means the Participant’s Accrued Benefit under the terms of the plan as of December 31, 1996, (the “ RPA ‘94 freeze date ”), for the annuity starting date and optional form and taking into account the limitations of Code Section 415, as in effect on December 7, 1994, including the participation requirements under Code Section 415(b)(5).  In determining the amount of a Participant’s RPA ‘94 Old Law Benefit, the following shall be disregarded;

(i)          any Plan amendment increasing benefits adopted after the RPA ‘94 freeze date; and

(ii)         any cost of living adjustments that become effective after such date.

A Participant’s RPA ‘94 Old Law Benefit is not increased after the RPA ‘94 freeze date, but if the limitations of Code Section 415, as in effect on December 7, 1994, are less than the limitations that were applied to determine the Participant’s RPA `94 Old Law Benefit on the RPA ‘94 freeze date, then the Participant’s RPA ‘94 Old Law Benefit will be reduced in accordance with such reduced limitation.  If, at any date after the RPA ‘94 freeze date, the Participant’s total plan benefit, before the application of Code Section 415, is less than the Participant’s RPA ‘94 Old Law Benefit, the RPA ‘94 Old Law Benefit will be reduced to the Participant’s total plan benefit.

(k)           Social Security Retirement Age .  “ Social Security Retirement Age ” means age 65 in the case of a Participant attaining Age 62 before January 1, 2000 ( i.e. , born before January 1, 1938), Age 66 for a Participant attaining age 62 after December 31, 1999, and before January 1, 2017 ( i.e. , born after December 31, 1937, but before January 1, 1955), and Age 67 for a participant attaining Age 62 after December 31, 2016 ( i.e. , born after December 31, 1954).

(l)           TRA ‘86 Accrued Benefit .  “ TRA '86 Accrued Benefit ” means a Participant’s Accrued Benefit under the Plan, determined as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an annual benefit within the meaning of Code Section

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415(b)(2).  In determining the amount of a Participant’s TRA ‘86 Accrued Benefit, the following shall be disregarded:

(i)          any change in the terms and conditions of the Plan after May 5, 1986; and

(ii)         any cost of living adjustments occurring after May 5, 1986.

(m)         Year of Participation .  “ Year of Participation ” means the Participant shall be credited with a year of participation (computed to fractional parts of a year) for each accrual computation period for which the following conditions are met: (i) The Participant is credited with at least the number of Hours of Service for benefit accrual purposes, required under the terms of the Plan in order to accrue a benefit for the accrual computation period, and (ii) the Participant is included as a Participant under the eligibility provisions of the plan for at least one day of the accrual computation period.  If these two conditions are met, the portion of a year of participation credited to the Participant shall equal the amount of benefit accrual service credited to the Participant for such accrual computation period.

4. 06       Final Section 415 Regulations Effective Date .  The limitations of this Section shall apply in Limitation Years beginning on or after July 1, 2007, except as otherwise provided herein.

(a)           Grandfather Provision .  The application of the provisions of this Section shall not cause the maximum permissible benefit for any Participant to be less than the Participant’s accrued benefit under all the defined benefit plans of the employer or a predecessor employer as of the end of the last Limitation Year beginning before July 1, 2007 under provisions of the plans that were both adopted and in effect before April 5, 2007.  The preceding sentence applies only if the provisions of such defined benefit plans that were both adopted and in effect before April 5, 2007 satisfied the applicable requirements of statutory provisions, regulations, and other published guidance relating to Code Section 415 in effect as of the end of the last Limitation Year beginning before July 1, 2007, as described in Section 1.415(a)-1(g)(4) of the Treasury Regulations.

(b)           Incorporation by Reference .  Notwithstanding anything contained in the Plan to the contrary, the limitations, adjustments, and other requirements prescribed in the Plan shall comply with the provisions of Code Section 415 and the final regulations promulgated thereunder, the terms of which are specifically incorporated herein by reference as of the first Limitation Year beginning on or after July 1, 2007, except where an earlier effective date is otherwise provided in the final regulations or in this Section.  However, where the final regulations permit the Plan to specify an alternative option to a default option set forth in the regulations, and the alternative option was available under statutory provisions, regulations, and other published guidance relating to Code Section 415 as in effect prior to April 5, 2007, and the Plan provisions in effect as of April 5, 2007 incorporated the alternative option, said alternative option shall remain in effect as a plan provision for Limitation Years beginning on or after July 1, 2007.

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(c)           High Three ‑Year Average Compensation .  For purposes of the Plan’s provisions reflecting Code Section 415(b)(3) ( i.e. , limiting the annual benefit payable to no more than 100% of the Participant’s average annual compensation), a Participant’s average compensation shall be the average compensation for the three consecutive years of service, during which the Employee had the greatest aggregate compensation from the Employer, except that a Participant’s compensation for a year of service shall not include compensation in excess of the limitation under Code Section 401(a)(17) that is in effect for the calendar year in which such year of service begins.  If the Participant has less than three consecutive years of service, compensation shall be averaged over the Participant’s longest consecutive period of service, including fractions of years, but not less than one year.  In the case of a Participant who is rehired by the Employer after a severance of employment, the Participant’s high three ‑year average compensation shall be calculated by excluding all years for which the Participant performs no services for and receives no compensation from the Employer (the “ break period ”), and by treating the years immediately preceding and following the break period as consecutive.

(d)           Adjustment to dollar limit after date of severance .  In the case of a Participant who has had a severance from employment with the Employer, the Defined Benefit Dollar Limitation applicable to the Participant in any Limitation Year beginning after the date of severance shall be automatically adjusted under Code Section 415(d).

(e)           Compensation paid after severance from employment .  For Limitation Years beginning on or after July 1, 2007 compensation for a Limitation Year, within the meaning of Code Section 415(c)(3), shall also include the following types of compensation paid by the later of 2½ months after a Participant’s severance from employment with the employer maintaining the plan or the end of the Limitation Year that includes the date of the Participant’s severance from employment with the employer maintaining the plan.  Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered compensation within the meaning of Code Section 415(c)(3), even if payment is made within the time period specified above.

(i)          Regular pay after severance from employment .  Compensation shall include regular pay after severance of employment if:

(A)          The payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

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(B)          The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the employer.

(ii)         Leave cashouts and deferred compensation .  Leave cashouts and deferred compensation shall be included in compensation, if those amounts would have been included in the definition of compensation if they were paid prior to the Participant’s severance from employment with the Employer maintaining the Plan, and the amounts are either:

(A)          Payment for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued; or

(B)          Received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the if the Participant had continued in employment with the employer and only to the extent that the payment is includible in the Participant’s gross income.

(iii)        Salary continuation payments for military service Participants .  Compensation does not include payments to an individual who does not currently perform services for the employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the employer rather than entering qualified military service.  Notwithstanding the foregoing, for Plan Years beginning after December 31, 2008, a differential wage payment, as defined by Code Section 3401(h)(2), shall be treated as compensation, for purposes of Code Section 415(c)(3) and Treasury Regulation Section 1.415(c)-2, as provided Section 11.02 of Part III of the Plan.

(iv)          Salary continuation payments for disabled Participants .  Compensation does not include compensation paid to a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)) if the Participant is not a highly compensated employee (as defined in Code Section 414(q)) immediately before becoming disabled, or to all Participants if the Plan provides for the continuation of compensation on behalf of all Participants who are permanently and totally disabled for a fixed or determinable period.

(f)           Administrative delay .  Compensation for a Limitation Year shall not include amounts earned but not paid during the Limitation Year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next Limitation Year, the amounts are included on a

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uniform and consistent basis with respect to all similarly situation Participants, and no compensation is included in more than one Limitation Year.

(g)           Option to apply compensation provisions early .  The rules in Section 4.06(f) of this Part III shall apply for Limitation Years beginning on or after July 1, 2007.

AR TICLE V

PRE ‑TERMINATION BENEFIT RESTRICTIONS

5. 01       In General .  In the event of Plan termination, the benefit of any Highly Compensated Employee is limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).

Benefits distributed to any of the 25 most Highly Compensated Employees shall be restricted such that the annual payments shall be no greater than an amount equal to the payment that would be made on behalf of the Employee under a single life annuity that is the Actuarial Equivalent of the sum of the Employee’s Accrued Benefit and the Employee’s other benefits under the Plan.

5. 02       Exceptions .  Section 5.01 of this Part III shall not apply if: (i) after payment of the benefit to an Employee described in the preceding Section, the value of Plan assets equals or exceeds 110% of the value of current liabilities, as defined in Code Section 412(1)(7); or (ii) the value of the benefits for an Employee described above is less than 1% of the value of current liabilities.

5.0 3       Included Benefits .  For purposes of this Article, benefits include any periodic income, any withdrawal values payable to a living Employee, and any death benefits not provided for by insurance on the Employee’s life.

ARTI CLE VI

BENEFIT RESTRICTIONS

6. 01       Effective Date and Application of Section .

(a)           Effective Date .  The provisions of this Section 6.01 of this Part III apply to Plan Years beginning after December 31, 2007.

(b)           Notwithstanding anything in this Section to the contrary, the provisions of Code Section 436 and the regulations thereunder are incorporated herein by reference.

(c)           For Plans that have a valuation date other than the first day of the Plan Year, the provisions of Code Section 436 and this Article will be applied in accordance with the regulations under Code Section 436.

6.0 2       Funding ‑Based Limitation on Shutdown Benefits and Other Unpredictable Contingent Event Benefits .

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(a)           In general .  If a Participant is entitled to an “unpredictable contingent event benefit” payable with respect to any event occurring during any Plan Year, then such benefit may not be provided if the “adjusted funding target attainment percentage” for such Plan Year (i) is less than sixty percent (60%) or, (ii) would be less than sixty percent (60%) percent taking into account such occurrence.

(b)           Exemption .  Section 6.02(a) of this Part III shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code Section 430) equal to:

(i)          in the case of Section 6.02(a)(i) of this Part III above, the amount of the increase in the funding target of the Plan (under Code Section 430) for the Plan Year attributable to the occurrence referred to in Section 6.02(a) of this Part III, and

(ii)         in the case of Section 6.02(a)(ii) of this Part III above, the amount sufficient to result in an “adjusted funding target attainment percentage” of sixty percent (60%).

(c)           Unpredictable contingent event benefit.  For purposes of this subsection, the term “ unpredictable contingent event benefit ” means any benefit payable solely by reason of:

(i)          a plant shutdown (or similar event, as determined by the Secretary of the Treasury), or

(ii)         an event other than the attainment of any age, performance of any service, receipt or derivation of any compensation, or occurrence of death or disability.

6.0 3       Limitations on Plan Amendments Increasing Liability for Benefits .

(a)           In general .  No amendment which has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable may take effect during any Plan Year if the “adjusted funding target attainment percentage” for such Plan Year is:

(i)          less than eighty percent (80%), or

(ii)         would be less than eighty percent (80%) taking into account such amendment.

(b)           Exemption .  Section 6.03(a) of this Part III above shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective date of the amendment), upon payment by the Employer of a

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contribution (in addition to any minimum required contribution under Code Section 430) equal to -

(i)          in the case of Section 6.03(a)(i) of this Part III above, the amount of the increase in the funding target of the Plan (under Code Section 430) for the Plan Year attributable to the amendment, and

(ii)         in the case of Section 6.03(a)(ii) of this Part III above, the amount sufficient to result in an “adjusted funding target attainment percentage” of eighty percent (80%).

(c)           Exception for certain benefit increases .  Section 6.03(a) of this Part III shall not apply to any amendment which provides for an increase in benefits under a formula which is not based on a Participant’s compensation, but only if the rate of such increase is not in excess of the contemporaneous rate of increase in average wages of Participants covered by the amendment.

6.0 4       Limitations on Accelerated Benefit Distributions .

(a)           Funding percentage less than sixty percent (60%) .  If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is less than sixty percent (60%), then the Plan may not pay any “prohibited payment” after the valuation date for the Plan Year.

(b)           Bankruptcy .  During any period in which the Employer is a debtor in a case under title 11, United States Code, or similar Federal or State law, the Plan may not pay any “prohibited payment.” The preceding sentence shall not apply on or after the date on which the enrolled actuary of the Plan certifies that the “adjusted funding target attainment percentage” of the Plan is not less than one hundred percent (100%).

(c)           Limited payment if percentage at least sixty percent (60%) but less than eighty percent (80%) percent .

(i)          In general .  If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is sixty percent (60%) or greater but less than eighty percent (80%), then the Plan may not pay any “prohibited payment” after the valuation date for the Plan Year to the extent the amount of the payment exceeds the lesser of:

(A)          fifty (50) percent of the amount of the payment which could be made without regard to this subsection, or

(B)          the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Code Section 417(e)) of the maximum guarantee with respect to the participant under ERISA Section 4022.

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(ii)         One ‑time application.

(A)          In general .  Only 1 “prohibited payment” meeting the requirements of Section 6.04(c)(i) of this Part III may be made with respect to any Participant during any period of consecutive Plan Years to which the limitations under Section 6.04(a) or Section 6.04(b) or this Section 6.04(c)(ii)(A) of this Part III applies.

(B)          Treatment of beneficiaries .  For purposes of this subparagraph, a Participant and any Beneficiary (including an alternate payee, as defined in Code Section 414(p)(8)) shall be treated as one Participant.  If the Accrued Benefit of a Participant is allocated to such an alternate payee and one or more other persons, the amount under Section 6.04(c)(i) of this Part III shall be allocated among such persons in the same mariner as the Accrued Benefit is allocated unless the qualified domestic relations order (as defined in Code Section 414(p)(1)(A)) provides otherwise.

(d)           Exception .  Section 6.04 of this Part III shall not apply for any Plan Year if the terms of the Plan (as in effect for the period beginning on September 1, 2005, and ending with such Plan Year) provide for no benefit accruals with respect to any Participant during such period.

(e)           “Prohibited payment . ” For purpose of Section 6.04 of this Part III, the term “ prohibited payment ” means:

(i)          any payment, in excess of the monthly amount paid under a single life annuity (plus any Social Security supplements described in the last sentence of Code Section 411(a)(9)), to a Participant or Beneficiary whose Annuity Starting Date occurs during any period in which a limitation under Section 6.04(a) or Section 6.04(b) of this Part III is in effect,

(ii)         any payment for the purchase of an irrevocable commitment from an insurer to pay benefits, and

(iii)        any other payment specified by the Secretary by regulations under Code Section 436.

Such term shall not include the payment of a benefit which under Code Section 411(a)(11) may be immediately distributed without the consent of the Participant.

6.0 5       Limitation on Benefit Accruals for Plans With Severe Funding Shortfalls .

(a)           In general .  If the Plan’s “adjusted funding target attainment percentage” for a Plan Year is less than sixty percent (60%), benefit accruals under the Plan shall cease as of the valuation date for the Plan Year.

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(b)           Exemption .  Section 6.05(a) of this Part III shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code Section 430) equal to the amount sufficient to result in an “adjusted funding target attainment percentage” of sixty percent (60%).

(c)           Temporary modification of limitation .  In the case of the first Plan Year beginning during the period beginning on October 1, 2008, and ending on September 30, 2009, the provisions of Section 6.05(a) of this Part III above shall be applied by substituting the Plan’s “adjusted funding target attainment percentage” for the preceding Plan Year for such percentage for such Plan Year, but only if the “adjusted funding target attainment percentage” for the preceding year is greater.

6.0 6       Rules Relating to Contributions Required to Avoid Benefit Limitations .

(a)           Security may be provided .

(i)          In general .  For purposes of this section, the “adjusted funding target attainment percentage” shall be determined by treating as an asset of the Plan any security provided by the Employer in a form meeting the requirements of Section 6.06(a)(ii) of this Part III.

(ii)         Form of security .  The security required under Section 6.06(a)(i) of this Part III shall consist of:

(A)          a bond issued by a corporate surety company that is an acceptable surety for purposes of ERISA Section 412;

(B)          cash, or United States obligations which mature in three (3) years or less, held in escrow by a bank or similar financial institution; or

(C)          such other form of security as is satisfactory to the Secretary and the parties involved.

(iii)        Enforcement .  Any security provided under Section 6.06(a)(i) of this Part III may be perfected and enforced at any time after the earlier of:

(A)       the date on which the Plan terminates;

(B)        if there is a failure to make a payment of the minimum required contribution for any Plan Year beginning after the security is provided, the due date for the payment under Code Section 430(j); or

(C)        if the “adjusted funding target attainment percentage” is less than sixty percent (60%) for a consecutive period of 7 years, the valuation date for the last year in the period.

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(iv)          Release of security .  The security shall be released (and any amounts thereunder shall be refunded together with any interest accrued thereon) at such time as the Secretary may prescribe in regulations under Code Section 436, including regulations for partial releases of the security by reason of increases in the “adjusted funding target attainment percentage.”

(b)           Prefunding balance or funding standard carryover balance may not be used .  No prefunding balance under Code Section 430(f) or funding standard carryover balance may be used under Sections 6.02, 6.03, or 6.05 of this Part III to satisfy any payment an Employer may make under any such subsection to avoid or terminate the application of any limitation under such subsection.

(c)           Deemed reduction of funding balances :

(i)          In general .  In any case in which a benefit limitation under Sections 6.02, 6.03, 6.04, or 6.05 of this Part III would (but for this Section 6.06(c) of this Part III and determined without regard to Sections 6.02(b), 6.03(b), or 6.05(b) of this Part III) apply to such Plan for the Plan Year, the Employer shall be treated for purposes of this title as having made an election under Code Section 430(f) to reduce the prefunding balance or funding standard carryover balance by such amount as is necessary for such benefit limitation to not apply to the Plan for such Plan Year.

(ii)         Exception for insufficient funding balances .  Section 6.06(a)(i) of this Part III shall not apply with respect to a benefit limitation for any Plan Year if the application of Section 6.06(a)(i) of this Part III would not result in the benefit limitation not applying for such Plan Year.

6.0 7       Presumed Underfunding for Purposes of Benefit Limitations .

(a)           Presumption of continued underfunding .  In any case in which a benefit limitation under Sections 6.02, 6.03, 6.04, or 6.05 of this Part III has been applied to a Plan with respect to the Plan Year preceding the current Plan Year, the “adjusted funding target attainment percentage” of the Plan for the current Plan Year shall be presumed to be equal to the “adjusted funding target attainment percentage” of the Plan for the preceding Plan Year until the enrolled actuary of the Plan certifies the actual “adjusted funding target attainment percentage” of the Plan for the current Plan Year.

(b)           Presumption of underfunding after 10th month .  In any case in which no certification of the “adjusted funding target attainment percentage” for the current Plan Year is made with respect to the Plan before the first day of the 10th month of such year, for purposes of Sections 6.02, 6.03, 6.04, and 6.05 of this Part III; such first day shall be deemed, for purposes of such subsection, to be the valuation date of the Plan for the current Plan Year and the Plan’s “adjusted funding target attainment percentage” shall be conclusively presumed to be less than sixty percent (60%) as of such first day.

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(c)           Presumption of underfunding after 4th month for nearly underfunded plans .  In any case in which:

(i)          a benefit limitation under Sections 6.02, 6.03, 6.04, or 6.05 of this Part III did not apply to a Plan with respect to the Plan Year preceding the current Plan Year, but the “adjusted funding target attainment percentage” of the Plan for such preceding Plan Year was not more than ten (10) percentage points greater than the percentage which would have caused such subsection to apply to the Plan with respect to such preceding Plan Year, and

(ii)         as of the first day of the 4th month of the current Plan Year, the enrolled actuary of the Plan has not certified the actual “adjusted funding target attainment percentage” of the Plan for the current Plan Year, until the enrolled actuary so certifies, such first day shall be deemed, for purposes of such subsection, to be the valuation date of the Plan for the current Plan Year and the “adjusted funding target attainment percentage” of the Plan as of such first day shall, for purposes of such subsection, be presumed to be equal to ten (10) percentage points less than the “adjusted funding target attainment percentage” of the Plan for such preceding Plan Year.

6. 08       Treatment of Plan as of Close of Prohibited or Cessation Period .  The following provisions apply for purposes of applying this Article.

(a)           Operation of Plan after period .  Payments will resume effective as of the day following the close of the period for which any limitation of payment of benefits under Section 6.04 of this Part III applies.  If a limitation on benefit accruals under Section 6.05 of this Part III applies to the Plan as of a “Section 436 measurement date,” but that limit no longer applies to the Plan as of a later “Section 436 measurement date,” then that limitation shall not apply to benefit accruals that are based on service on or after that later “Section 436 measurement date,” except to the extent that the Plan does then not provide for such benefit accruals or provides that benefit accruals will not resume when the limitation ceases to apply.  A “ Section 436 measurement date ” is the date that is used to determine when the limitations of Code Sections 436(d) and 436(e) apply or cease to apply.

(b)           Treatment of affected benefits .  Nothing in this Section 6.08 of this Part III shall be construed as affecting the Plan’s treatment of benefits which would have been paid or accrued but for this Article.

6. 09       Definitions .

(a)           The term “ funding target attainment percentage ” has the same meaning given such term by Code Section 430(d)(2), except as otherwise provided herein.  However, in the case of Plan Years beginning in 2008, the “funding target

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attainment percentage” for the preceding Plan Year may be determined using such methods of estimation as the Secretary may provide.

(b)           The term “ adjusted funding target attainment percentage ” means the “funding target attainment percentage” which is determined under paragraph (a) by increasing each of the amounts under subparagraphs (A) and (B) of Code Section 430(d)(2) by the aggregate amount of purchases of annuities for employees other than highly compensated employees (as defined in Code Section 414(q)) which were made by the Plan during the preceding two (2) Plan Years.

(c)           Application to plans which are fully funded without regard to reductions for funding balances .

(i)          In general .  In the case of a Plan for any Plan Year, if the “funding target attainment percentage” is one hundred percent (100%) or more (determined without regard to this paragraph and without regard to the reduction in the value of assets under Code Section 430(l)(4)(A)), the “funding target attainment percentage” for purposes of Sections 6.09(a) and (b) of this Part III shall be determined without regard to such reduction.

(ii)         Transition rule .  Section 6.09(c)(i) of this Part III shall be applied to Plan Years beginning after 2007 and before 2011 by substituting for “one hundred percent (100%)” the applicable percentage determined in accordance with the following table:

 

 

 

                                   

In the case of a Plan Year beginning in calendar year:

The applicable percentage is:

 

 

 

 

2008

92%

 

2009

94%

 

2010

96%

 

(iii)        Section 6.09(c)(ii) of this Part III shall not apply with respect to any Plan Year after 2008 unless the “funding target attainment percentage” (determined without regard to Section 6.09(c)(iii) of this Part III) of the Plan for each preceding Plan Year after 2007 was not less than the applicable percentage with respect to such preceding Plan Year determined under Section 6.09(c)(ii) of this Part III.

AR TICLE VII

PLAN FIDUCIARY RESPONSIBILITIES

7.0 1       Plan Fiduciaries .  The Plan Fiduciaries shall be:

(a)           the Trustee(s) of the Plan;

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(b)           the Plan Administrator; and

(c)           such other person or persons as may be designated by the Plan Administrator as a fiduciary in accordance with the provisions of this Article.

7.0 2       General Fiduciary Duties .  Each Plan Fiduciary shall discharge his or her or her duties solely in the interest of the Participants and their Beneficiaries and act:

(a)           for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan;

(b)           with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(c)           by diversifying the investments of the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, if the Fiduciary has the responsibility to invest plan assets; and

(d)           in accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions only Title I of ERISA.

Each Plan Fiduciary shall perform the duties specifically assigned to him or her.  No Plan Fiduciary shall have any responsibility for the performance or non ‑performance of any duties not specifically allocated to him or her.

7.0 3       Duties of the Trustee(s) .  The specific responsibilities and duties of the Trustee(s) are set forth in the Trust Indenture among the Plan Sponsor, the Plan Administrator, and the Trustee(s).  In general, the Trustee(s) shall:

(a)           invest Plan assets, subject to directions from the Plan Administrator or from any duly appointed investment manager;

(b)           maintain adequate records of receipts, disbursements, and other transactions involving the Plan; and

(c)           prepare such reports, statements, tax returns and other forms as may be required under the Trust Indenture or applicable laws and regulations.

7. 04       Powers and Duties of the Plan Administrator .  The “ Plan Administrator ” is the Benefits Committee.  The Plan Administrator shall have the power, discretionary authority, and duty to interpret the provisions of the Plan and to make all decisions and take all actions that shall be necessary or proper in order to carry out the provisions of the Plan.  Without limiting the generality of the foregoing, the Plan Administrator shall:

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(a)           monitor compliance with the provisions of ERISA and other applicable laws with respect to the Plan;

(b)           establish an investment policy and funding method consistent with objectives of the Plan and with the requirements of applicable laws and regulations;

(c)           invest Plan assets except to the extent that the Plan Administrator has delegated such investment duties to an investment manager;

(d)           evaluate from time to time investment policy and the performance of any investment manager or investment advisor appointed by it;

(e)           be solely responsible to, and shall, interpret and construe the Plan and resolve any ambiguities therein, with any such interpretations or constrictions to be conclusively binding and final, to the extent permitted by applicable law, upon all persons interested or claiming under the Plan;

(f)         determine, in its sole discretion, all questions concerning the eligibility of any person to participate in the Plan, the right to and the amount of any benefit payable under the Plan to or on behalf of an individual and the date on which any individual ceases to be a Participant, with any such determination to be conclusively binding and final, to the extent permitted by applicable law, upon all persons interested or claiming an interest in the Plan;

(g)           establish guidelines as required for the orderly and uniform administration of the Plan;

(h)           exercise overall control of the operation and administration of the Plan in matters not allocated to some other Fiduciary by the terms of this Plan.

(i)         administer the Plan on a day ‑to ‑day basis in accordance with the provisions of this Plan and all other pertinent documents;

(j)         retain and maintain Plan records, including Participant census data, participation dates, compensation records, and such other records necessary or desirable for proper Plan administration;

(k)           prepare and arrange for delivery to Participants of such summaries, descriptions, announcements and reports as are required to be given to participants under applicable laws and regulations;

(l)         file with the U.S. Department of Labor, the Internal Revenue Service and other regulatory agencies on a timely basis all required reports, forms and other documents;

(m)       prepare and furnish to the Trustee(s) sufficient records and data to enable the Trustee(s) to properly perform its obligations under the Trust Indenture; and

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(n)           to take appropriate actions required to correct any errors made in determining the eligibility of any employee for benefits under the Plan or the amount of benefits payable under the Plan, including as part of correcting any error made in computing the benefits of any Participant or Beneficiary, making equitable adjustments (an increase or decrease) in the amount of any future benefits payable under the Plan and including the recovery of any overpayment of benefits paid from the Plan as provided in Treasury Regulation Section 1.401(a)-13(c)(2)(iii).

The Plan Administrator may appoint or employ such advisers or assistants as the Plan Administrator deems necessary and may delegate to any one or more of its members any responsibility it may have under the Plan or designate any other person or persons to carry out any responsibility it may have under the Plan.

Notwithstanding any provisions elsewhere to the contrary, the Plan Administrator shall have total discretion to fulfill the above responsibilities as the Plan Administrator sees fit on a uniform and consistent basis and as the Plan Administrator believes a prudent person acting in a like capacity and familiar with such matters would do.

7. 05       Designation of Fiduciaries .  The Plan Administrator shall have the authority to appoint and remove Trustee(s) in accordance with the Trust Indenture.  The Plan Administrator may appoint and remove an investment manager and delegate to said investment manager power to manage, acquire or dispose of any assets of the Plan.

While there is an investment manager, the Plan Administrator shall have no obligation under this Plan with regard to the performance or non ‑performance of the duties delegated to the investment manager.

The Plan Administrator shall appoint all other Fiduciaries of this Plan.  In making its appointment or delegation of authority, the Plan Administrator may designate all of the responsibilities to one person or it may allocate the responsibilities, on a continuing basis or on an ad hoc basis, to one or more individuals either jointly or severally.  No individual named a Fiduciary shall have any responsibility for the performance or non ‑performance of any responsibilities or duties not allocated to him or her.

The appointing authority of a Fiduciary shall periodically, but not less frequently than annually, review the performance of each Fiduciary appointed in order to carry out the general fiduciary duties specified in Section 7.02 of this Part III and, where appropriate, in its sole discretion, take or recommend remedial action.

7.0 6       Delegation of Duties by a Fiduciary .  Except as provided in this Plan or in the appointment as a Fiduciary, no Fiduciary may delegate his or her or her fiduciary responsibilities.  If authorized by the appointing authority, a Fiduciary may appoint such agents as may be deemed necessary and delegate to such agents any non ‑fiduciary powers or duties, whether ministerial or discretionary.  No Fiduciary or agent of a Fiduciary who is a full ‑time employee of the Employer will receive any compensation from the Plan for his or her or her services, but the Employer or the Plan shall pay all expenses that such employee reasonably incurs in the discharge of his or her duties.

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ART ICLE VIII

BENEFITS COMMITTEE

8.0 1       Appointment of Benefits Committee .  The Benefits Committee (the “ Benefits Committee ”) shall consist of three or more members appointed from time to time by the President of the Employer (the “ President ”), who shall also designate one of the members as chairperson.  Each member of the Benefits Committee and its chairperson shall serve at the pleasure of the appointing authority.

8. 02       Benefits Committee to Act by Majority Vote .  The Benefits Committee shall act by majority vote of all members.  All actions, determinations, interpretations and decisions of the Benefits Committee with respect to any matter within its jurisdiction will be conclusive and binding on all persons.  Any person may rely conclusively upon any action if certified by the Benefits Committee.

Notwithstanding the above, a member of the Benefits Committee who is also a Participant shall not vote or act upon any matter relating solely or primarily to himself or herself.

8. 03       Records and Reports of the Benefits Committee .  The Benefits Committee shall keep a record of all of its proceedings and acts, and shall keep such books of account, records and other data as may be necessary for the proper administration of the Plan and file or deliver to Participants and their Beneficiaries whatever reports are required by any regulatory authority.

8.0 4       Costs and Expenses of Administration .  Notwithstanding any provisions of the Plan to the contrary, all clerical, legal and other expenses of the Plan and the Trust, including Trustee’s fees, shall be paid by the Plan, except to the extent the Employer elects to pay such   amounts ; provided, however, that if the Employer pays such amounts, it shall be reim bursed by the Trust for such amounts unless the Employer elects not to be so reimbursed.

8. 05       Indemnification of the Plan Administrator and Assistants .  The Employer shall indemnify and defend, to the extent permitted under the By ‑Laws of the Employer, any Employee or former Employee (i) who serves or has served as a member of the Benefits Committee, (ii) who has been appointed to assist the Benefits Committee in administering the Plan, or (iii) to whom the Benefits Committee has delegated any of its duties or responsibilities against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission to act is in good faith and without gross negligence; provided that such Employee or former Employee is not otherwise indemnified or saved harmless under any liability insurance or other indemnification arrangement.

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ARTI CLE IX

CLAIMS PROCEDURE

9.01       Claims Fiduciary .  The Plan Administrator will act as “ Claims Fiduciary ,” except to the extent that the Plan Administrator has delegated the function to some other person or persons, committee or entity.

Notwithstanding anything in the Plan to the contrary, the Claims Fiduciary shall have total and complete discretion to fulfill its fiduciary responsibilities as it sees fit on a uniform and consistent basis and as it believes a prudent person acting in a like capacity and familiar with such matters would do.

9.0 2       Claims for Benefits .  Claims for benefits or to enforce or clarify rights under the Plan, under any provision of law, whether statutory or not, may be filed with the Plan Administrator using forms supplied by the Employer.  For the purpose of this procedure, “ claim ” means a request for a Plan benefit or to enforce or clarify rights under the Plan, under any provision of law, whether statutory or not, by a Participant or a Beneficiary of a Participant.  If the basis of the claim includes documentation not a part of the records of the Plan or of the Employer, all such documentation must be included with the claim.

9.0 3       Duty to Keep Plan Administrator Informed of Current Address .  Each Participant and Beneficiary must file with the Plan Administrator from time to time his or her post office address and each change thereof. Any communication, statement or notice addressed to a Participant or Beneficiary at his or her last post office address filed with the Plan Administrator, or if no address is filed with the Plan Administrator, then at his or her last post office address as shown on the Employer’s records, will be binding on the Participant and Beneficiary for all purposes of the Plan.  Neither the Plan Administrator nor the Employer shall be required to search for or locate a Participant or Beneficiary.

9.0 4       Failure to Claim Benefits .  If the Plan Administrator notifies a Participant or Beneficiary by registered or certified mail at his or her last known address that he or she is entitled to a distribution and also notifies him or her of the provision of this Section, and the Participant or Beneficiary fails to claim his or her benefits under the Plan, the Plan Administrator shall make reasonable efforts to locate such Participant or Beneficiary.  If the Participant or Beneficiary fails to claim his or her benefits under the Plan or fails to make his or her or her current address known to the Plan Administrator within three years after such notification, the Plan Administrator, at the end of such three ‑year period, shall direct that benefits which would have been payable to such Participant or Beneficiary shall be forfeited.  In the event that the Participant or Beneficiary is subsequently located, the benefits which were forfeited shall be reinstated, and such reinstatement shall be taken into account in determining the Employer contribution for the Plan Year of the reinstatement.

9. 05       Notice of Denial of Claim .  If a claim is wholly or partially denied, the Plan Administrator shall notify the claimant of the denial of the claim within a reasonable period of time.  Such notice of denial (i) shall be in writing, (ii) shall be written in a

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manner calculated to be understood by the claimant, and (iii) shall contain (A) the specific reason or reasons for denial of the claim, (B) a specific reference to the pertinent Plan provisions upon which the denial is based, (C) a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation why such material or information is necessary, and (D) an explanation of the Plan’s claim review procedure.  Unless special circumstances require an extension of time for processing the claim, the Plan Administrator shall notify the claimant of the claim denial no later than 90 days after the Plan Administrator’s receipt of the claim.  If such an extension is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90 ‑day period.  The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the final decision, which date will not be later than 180 days after the Plan Administrator’s receipt of the claim.

9.0 6       Request for Review of Denial of Claim .  Within 120 days of the receipt by the claimant of the written notice of the denial of the claim, or such later time as shall be deemed reasonable in the sole discretion of the Plan Administrator, taking into account the nature of the benefit subject to the claim and any other attendant circumstances, or if the claim has not been granted within a reasonable period of time, the claimant may file a written request with the Plan Administrator to conduct a full and fair review of the denial of the claimant’s claim for benefits.  In connection with the claimant’s appeal of the denial of his or her benefit, the claimant may review pertinent documents and may submit issues and comments in writing.

9. 07       Decision on Review of Denial of Claim .  The Plan Administrator shall deliver to the claimant a written decision on the claim promptly, but not later than 60 days, after the receipt of the claimant’s request for review, except that if there are special circumstances which require an extension of time for processing, the aforesaid 60 ‑day period may be extended to 120 days.  Such decision shall (i) be written in a manner calculated to be understood by the claimant, (ii) include specific reasons for the decision, and (iii) contain specific references to the pertinent Plan provisions upon which the decision is based.

9.0 8       Disability Claims .  Notwithstanding anything in this Article IX of Part III of the Plan to the contrary, when a claim under this Article is made in connection with a benefit payable under Section 6.05 of Part I (as a result of a qualifying Participant’s being Totally Disabled under Part I) or is made in connection with a benefit payable under Section 5.04 of Part II (as a result of a qualifying Participant’s being Totally Disabled under Part II), solely for purposes of processing such a claim, (i) all references in Sections 9.05 and 9.07 of this Part III to “90 days” and “60 days” are deemed to have been replaced with “45 days”, (ii) the reference to “180 days” in Section 9.05 of this Part III is deemed to have been replaced with “75 days”, (iii) the reference to “120 days” in Section 9.07 of this Part III is deemed to have been replaced with “90 days”, (iv) a second, maximum 30 day extension of time will be allowed only under Section 9.05 of this Part III in the case of a claim within this Section, but only if the other requirements for an extension of time to respond described in Section 9.05 of this Part III are satisfied with respect to this second extension, and (v) the claimant will be allowed at least 45 days within which to provide

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any needed additional information sought in connection with any extension under Sections 9.05 and 9.08 of this Part III.

9. 09       Limitations Periods for Filing Claims and Legal Actions.  To be considered timely filed under the Plan's claims procedures and notwithstanding anything in this Part III to the contrary, a claim for benefits filed after 2015 must be filed with the appropriate Claims Fiduciary under Sections 9.02 or 9.08 of this Part III before the first (1st) anniversary of the date on which claimant knew or reasonably should have known of the principal facts upon which the claim is based. Notwithstanding anything in this Part III to the contrary, a legal action to recover Plan benefits or to enforce or clarify rights under the Plan under ERISA Section 502, ERISA Section 510 or under any other provision of law, whether statutory or not, may not be brought after 2015 by any claimant on any matter pertaining to this Plan unless the legal action is initiated in the proper forum before the earlier of (i) the expiration of thirty (30) completed calendar months after the date on which the claimant knew or reasonably should have known of the principal facts on which the claim is based, or (ii) the expiration of six (6) completed calendar months after the claimant has exhausted the applicable claims procedures under this Plan. For the purpose of applying this Section, knowledge of all facts that the Participant knew or reasonably should have known will be imputed to every claimant who is, or who purports to be, a Beneficiary of the Participant or otherwise purports to derive an entitlement to a Plan benefit or a Plan right by reference to the Participant.

Exhaustion of the Plan's claims procedures is mandatory for every claim and dispute of whatever nature or from whatever source and arising under this Plan.  As to such claims and disputes, no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under ERISA Section 502, ERISA Section 510 or under any other provision of law, whether or not statutory, until the applicable claims procedures set forth in the Plan have been exhausted in their entirety.

In any legal action described in this Section, all explicit and implicit determinations by the Plan Administrator, any Claims Fiduciary and all other persons determining or reviewing claims in such legal action (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.  Any interpretation, determination or other action of such persons shall be subject to change only if it was arbitrary or capricious or a more serious abuse of discretion.  Any external review of a final decision or action by such persons reviewing a claim under this Part III shall be based only on such evidence presented to or considered by such persons at the time they made the decision or decisions that are the subject of review.

ART ICLE X

AMENDMENT AND TERMINATION

10 .01     Amendment of Plan .  The right is reserved to the Employer to amend the Plan at any time and from time to time and all parties or any person claiming any interest hereunder shall

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be bound thereby; except no person having an already vested interest in the Plan shall be deprived of any interest already existing nor have such interest adversely affected.  No such amendment shall have the effect of vesting in the Employer any right, title or interest to any assets of the Plan.  The decision of the Employer shall be binding upon the Participants and all other persons and parties interested as to whether or not any amendment does deprive a Participant or any other person or adversely affects such interest.  No amendment to the Plan (including a change in the actuarial basis for determining optional or early retirement benefits) shall decrease a Participant’s Accrued Benefit or eliminate an optional form of distribution.  Notwithstanding the preceding sentence, a Participant’s Accrued Benefit may be reduced to the extent permitted under Code Section 412(c)(8).  For purposes of this paragraph, a Plan amendment which has the effect of (i) eliminating or reducing an early retirement benefit or a retirement ‑type subsidy, or (ii) eliminating an optional form of benefit with respect to benefits attributable to service before the amendment shall be treated as reducing accrued benefits.  In the case of a retirement ‑type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the pre ‑amendment conditions for the subsidy.  In general, a retirement ‑type subsidy is a subsidy that continues after retirement, but does not include a qualified disability benefit, a medical benefit, or a social security supplement that does not continue after retirement age.  Furthermore, no amendment to the Plan shall have the effect of decreasing a Participant’s vested interest determined without regard to such amendment as of the later of the date such amendment is adopted, or becomes effective.  Participants shall be notified of any Plan amendments.

In the case of any merger, consolidation with or transfer of assets or liabilities by the Employer to another Plan, each Participant in the Plan on the date of the transaction shall have a benefit in the surviving Plan (determined as if such Plan were terminated immediately after the transaction) at least equal to the benefit to which he or she would have been entitled to receive immediately prior to the transaction if the Plan had been terminated.  However, this provision shall not be construed to be a termination or discontinuance of the Plan or to be a guarantee of a specific level of benefits from this Plan.

Notwithstanding the foregoing, a transfer of amounts from this Plan or its related trust to a nonqualified foreign trust as described in Revenue Ruling 2008 ‑40 shall be treated as a distribution from the Plan.

10.0 2     Employer May Discontinue Plan .  The Employer reserves the right at any time to reduce its annual payments, to partially terminate its Plan or to terminate its Plan in its entirety.

In the event of the liquidation of the Employer or the bona fide sale of the controlling interest thereof, the Employer or its successors or assigns shall not be obligated to continue the Plan.

Upon termination of the Employer’s Plan or upon a partial termination of the Plan, each affected Participant shall have a 100% vested and non ‑forfeitable right to his or her Accrued Benefit to the extent then funded.

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In the event of termination or partial termination of the Employer’s Plan, the assets of the Plan then available to provide benefits shall be applied in accordance with ERISA Section 4044 and regulations promulgated thereunder, in accordance with the following order of priority; provided, however, that no benefits being provided to former Participants or their Beneficiaries by the Insurer shall be canceled.

(a)           First, to provide that portion of each affected Participant’s Accrued Benefit which is derived from any mandatory Employee contributions.

(b)           Second, to provide, in the case of retirement income benefits of each affected Participant or Beneficiary:

(i)          Annuity benefits which were in pay status for at least the three ‑year period ending on the date of Plan termination; and

(ii)         Annuity benefits which would have been in pay status during the three ‑year period ending on the date of Plan termination, had a Participant eligible to retire at the beginning of such three ‑year period retired on the date of Plan termination.

The level of benefits allocated to this priority class shall be determined on the basis of the Plan’s provisions which were in effect at any time during the five ‑year period ending on the date of Plan termination under which the annuity benefits would be the least.  Additionally, the level of such benefits is limited to the lowest level which was, or could have been, in pay status during the three ‑year period ending on the date of Plan termination (but, in the case of a benefit which would have been in pay status, the amount of the benefit, but not the entitlement to the benefit, shall be determined using the age, service and other relevant factors for computing the benefit under the Plan with respect to the Participant as of the date of Plan termination).

(c)           Third, to provide all other benefits guaranteed to affected Participants under Title IV of ERISA and regulations promulgated thereunder (determined as if the insurance limits provided under the Act for benefits payable to one person with respect to more than one Participant or from more than one terminated Plan and the insurance limits on benefits payable to a substantial owner all were not applicable).

(d)           Fourth, to provide all other non ‑forfeitable benefits accrued by affected Participants under the Plan.

(e)           Fifth, to provide all other benefits accrued by affected Participants under the Plan.

(f)           Any residual assets of the Plan remaining after distribution in accordance with this Article shall be distributed to the Employer provided that all liabilities of the Plan to Participants and their Beneficiaries have been satisfied.

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Notwithstanding anything in this Section to the contrary, in the event of a partial termination of the Plan, this Section shall be applicable only to those Participants and their Beneficiaries affected by the partial termination.

Notwithstanding anything in the Plan to the contrary, the following special rules will apply to adjust Account Balances after the effective date of a termination of the Plan under this Section and Treasury Regulation Section 1.411(b)(5)-1(e)(2)(iv)(E) (the “ termination date ”):

(x)           The interest crediting rate used to credit interest to Account Balances under Section 4.03 of Part I of the Plan for all periods ending after the termination date will be the arithmetic average of the actual rate used to add interest credits to Account Balances for each of the five interest crediting periods that ended within the 60 month period ending on the termination date.

(y)           Whether an Account Balance has been converted to an Actuarial Equivalent annuity after the termination date will be determined by applying the arithmetic average of the Code Section 417 Applicable Interest Rates (or its successor) actually used during the 60 months ending on the termination date and the Code Section 417 Mortality Table (or its successor) specified for such conversions in Section 2.02 of Part I of the Plan, as appropriate, on the termination date. If tabular factors have been substituted for the Code Section 417 Applicable Interest Rate and the Code Section 417 Mortality Table for these annuity conversions prior to the termination date, the average of the tabular factors used during the 60 months ending on the Plan's termination date will be substituted and used to calculate conversions of Account Balances to an annuity after the termination date. If neither of the preceding two options in Section 10.02(y) of this Part III applies, the actuarial assumptions to be used to convert an Account Balance to an annuity after the termination date will be determined using guidance issued under Code Section 411(b)(5) and the regulations thereunder.

1 0.03     Distribution of Benefits Upon Plan Termination .  Subject to Article IV of Part III and upon approval of the Pension Benefit Guaranty Corporation (“ PBGC ”), when required, upon a termination or partial termination of the Plan, benefits shall be distributed to affected Participants in any manner which the Plan Administrator deems to be in the best interests of the Participants which is acceptable under applicable PBGC and Internal Revenue Code statutes and regulations.  Any such distribution may include a lump sum payment, deferment of the distribution or the distribution of an annuity contract without life insurance, immediate or deferred, which by its terms may not be sold, assigned discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any party other than the issuer thereof.  Spousal consent shall be required for distributions made on account of Plan termination.  In no event shall the payment of benefits be deferred beyond the Participant’s Normal Retirement Date.

10. 04     Return of Employer Contributions Under Special Circumstances .

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Notwithstanding any provisions of this Plan to the contrary:

(a)           Any monies or other Plan assets attributable to any contributions made by the Employer to the Plan because of a mistake of fact must be returned to the Employer within one year after the date of contribution.

(b)           Any monies or other Plan assets attributable to any contribution made by the Employer which is conditional on the deductibility of such contribution must be refunded to the Employer, to the extent the deduction is disallowed, within one year after the date of such disallowance.

ARTI CLE XI

MISCELLANEOUS

11 .01     Protection of Employee Interest .  No Participant or Beneficiary shall have the right to assign, pledge, alienate or convey any right, benefit or payment to which he or she shall be entitled in accordance with the provisions of the Plan, and any such attempted assignment, pledge, alienation or conveyance shall be null and void and of no effect.  To the extent permitted by law, none of the benefits, payments, proceeds or rights herein created and provided for shall in any way be subject to any debts, contracts or engagements of any Participant or Beneficiary, as herein before described, nor to any suits, actions or other judicial process to levy upon or attach the same for the payment thereof; provided, however, that this provision does not preclude the Plan Administrator from complying with the terms of a Qualified Domestic Relations Order.

11 .02     USERRA Compliance .  Notwithstanding any provisions of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with the rules and requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994 (“ USERRA ”) and Code Section 414(u).

(a)           Differential Wage Payments .  For Plan Years beginning after December 31, 2008, (i) an individual receiving a differential wage payment (as defined by Code Section 3401(h)(2)), shall be treated as an employee of the employer making the payment, (ii) the differential wage payment shall be treated as compensation, the differential wage payment shall be treated as compensation, for purposes of Code Section 415(c)(3) and Treasury Regulation Section 1.415(c)-2 ( e.g. , for purposes of Code Section 415, top ‑heavy provisions of Code Section 416, determination of highly compensated employees under Code Section 414(q), and applying the 5% gateway requirement under the Code Section 401(a)(4) regulations), and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.  Section 11.02(a)(iii) of this Part III shall apply only if all employees of the Employer performing service in the uniformed services described in Code Section 3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code Section 3401(h)(2)) on

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reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code Sections 410(b)(3), (4), and (5)).

(b)           Death Benefits Under USERRA .  Effective for deaths occurring on or after January 1, 2007, in the case of a Participant who dies while performing qualified military service as defined in Code Section 414(u), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death.  Moreover, the Plan will credit the Participant’s qualified military service as service for vesting purposes, as though the Participant had resumed employment under USSERRA immediately prior to the Participant’s death.

11. 03     Meaning of Words Used in Plan .  Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all cases where they would so apply.  Wherever any words are used herein in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply.

Titles used herein are for general information only, and this Plan is not to be construed by reference thereto.

11. 04     Plan Does Not Create or Modify Employment Rights .  The Plan shall not be construed as creating or modifying any contract of employment between the Employer and any Participant.  All Employees shall be subject to discharge to the same extent that they would have been if the Plan had never been adopted.

11. 05     Massachusetts Law Controls .  This Plan shall be governed by the laws of the Commonwealth of Massachusetts to the extent that they are not pre ‑empted by the laws of the United States of America.

11. 06     Payments to come from Plan Assets .  All benefits and amounts payable under the Plan shall be paid or provided for solely from the assets of the Plan, and neither the Employer nor the Plan Administrator assumes any liability or responsibility therefor.

11 .07     Receipt and Release for Payments .  Any payment to any Participant, his or her legal representative, Beneficiary, or to any guardian, custodian or committee appointed for such Participant or Beneficiary in accordance with the provisions of this Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Employer and the Insurer, any of whom may require such Participant, legal representative, Beneficiary, guardian, custodian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Employer or Insurer.

11.0 8     Mandatory Withholding on Eligible Rollover Distributions .  Except as provided in Code Section 3405 and in regulations promulgated thereunder, the Employer is required to

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withhold 20% on any portion of an eligible rollover distribution not paid directly to an eligible retirement plan.

11. 09     Payment under Qualified Domestic Relations Orders .  Notwithstanding any provisions of the Plan to the contrary, if there is entered any Qualified Domestic Relations Order that affects the payment of benefits hereunder, such benefits shall be paid in accordance with the applicable requirements of such Order, provided that such Order (i) does not require the Plan to provide any type or form of benefits, or any option that is not otherwise provided hereunder, (ii) does not require the Plan to provide increased benefits, and (iii) does not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another order previously determined to be a Qualified Domestic Relations Order.

The Plan Administrator shall establish reasonable procedures to determine whether an order or other decree is a Qualified Domestic Relations Order and to administer distributions under such orders.

To the extent required or permitted by any such Order, at any time on or after the date the Plan Administrator has determined that the Order is a Qualified Domestic Relations Order, the alternate payee shall have the right to request the Plan Administrator to commence distribution of benefits under the Plan (including any single sum cash ‑out that would be available if the Participant were the payee and entitled to a benefit payment on account of termination from service) regardless of whether the Participant is otherwise entitled to a distribution at such time under the Plan.

11.10     Ele ctronic Communications .  Effective for Plan Years beginning on or after January 1, 2007, any electronic communications made by the Plan to Participants in regards to eligible rollover distribution tax notices, Participant consents to distributions, and tax withholding notices shall comply with the requirements contained in Treasury Regulation Section 1.401(a)-21, in addition to all otherwise applicable requirements relating to the specific communication.

[Remainder of the page intentionally left blank]

 

 

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EXECUTED this 17 th   day of December, 2015 .

 

 

 

 

 

The Hanover Insurance Company

 

 

 

 

 

 

By:

/s/ Elena Patronas

 

 

 

Name: Elena Patronas

 

 

 

Title: Vice President

 

 

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E xhibit 10.21

 

THE HANOVER INSURANCE GROUP, INC.

PERFORMANCE-BASED R ESTRICTED STOCK UNIT AGREEMENT

This Performance-Based Restricted Stock Unit Agreement (the Agreement ) is effective as of <GRANT DATE> (the “ Grant Date ”) by and between The Hanover Insurance Group, Inc., a Delaware corporation (the Company ), and <PARTICIPANT NAME>   ( Participant or “ you ). Capitalized terms used without definition herein shall have the meaning s set forth in The Hanover Insurance Group 2014   Long-Term Incentive Plan ( as it may be amended from time to time, the “ Plan ”).

P R E A M B L E

WHEREA S, pursuant to the terms of the Plan and this Agreement, the Administrator has agreed to grant to Participant a   target number   of performance- based R estricted S tock U nits (the “ PBRSUs ”) ; and

WHEREAS, the PBRSUs   will be subject to certain restrictions, the attainment of certain performance criteria and other terms and conditions as set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the rec eipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

PBRSUs The Administrator hereby grants to Participant <NUMBER OF PBRSUs> PBRSUs , each PBRSU representing the right to receive one share of Stock upon and subject to the restrictions, terms and conditions set forth below.   The Stock issued upon vesting o f the PBRSUs, if any, shall be referred to hereinafter as the “ Shares ”. The actual number of PBRSUs granted herein , if any, shall be subject to adjustment as set forth on Schedule A .

2.

Vesting ; Settlement .  The PBRSUs   shall vest as set forth below .  

T he PBRSUs   will vest on the third anniversary of the Grant Date  ( the “ Vesting Date ) ; provided :

i) The Company   achieves the corporate goals set forth on Schedule A (the “ Corporate Goals ”) by the date set forth on Schedule A (the “ Goal Completion Date ”) .   The actual number of PBRSUs that shall be earned and that shall vest , if any,   shall be determined in accordance with the terms set forth o n   Schedule A ; and

i i ) Participant is continuously an Employee of the Company or an y of its  A ffiliate s   (the Company and its  A ffiliates hereinafter referred to as “ THG ”)   throughout the period from the Grant Date to the   Vesting Date

The determination of (i) whether and to the extent the Corporate Goals set forth on Schedule A have been achieved , and (ii) any adjustment to the actual number of PBRSUs earned and vested , shall be in the sole and abso lute discretion of the Administrator .  All decisions by the Administrator shall be final and binding upon Participant.  To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m), the Agreement shall be construed and administered in accordance with Section 162(m).     

A s soon as reasonably practicable following the vesting of the PBRSUs, but in no event later than 60   days following vesting , the Company shall issue the Shares to Participant .     Any fractional share shall be rounded down such that o nly whole shares are issued .  In the event the Vesting Date fall s on a non-business day (weekend or holiday on which banks are no t generally open in the Commonwealth of Massachusetts), the   Vesting Date shall be the next following business day.

3.

Termination of Employment .  Except as provided in Sec tions 4, 5 and 6, upon the termination of Participant's E mployment prior to the Vesting Date for whatever reason, whether with or without C ause, for good reason or otherwise, any non-vested   PBRSUs shall be automatically cancelled and forfeited and be returned to the Company for no consideration .


 

2

 

4.

Disability .  In the event Participant is Disabled prior to the Vesting Date ,   Participant shall immediately vest in a pro-rata portion of the PBRSUs as determined below and the remaining unvested PBRSUs shall be automatically forfeited and returned to the Company for no consideration.  For purposes of this subsection, the pro-rata portion of the PBRSUs  t hat will vest shall be determined by dividing the number of days since the Grant Date   through the date Participant is Disabled by 1 , 09 6 and applying this percentage to the number of PBR SUs earned , if any, as determined in accordance with Schedule A Any fractional Shares shall be rounded down such that only whole S hares are issued .  For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, for a period of twelve consecutive months, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and has been receiving income replacement benefits for a period of twelve consecutive months under the Company’s Long-Term Disability Program.  The date that Participant is Disabled for purposes of this Agreement is the twelve-month anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program.

If Participant ceases to receive benefits under the Company’s Long-Term Disability Program prior to becoming Disabled and immediately returns to active Employment, the PBRSUs will continue to vest in accordance with Section 2 of this Agreement.

5.

Death .  In the event Participant ’s Employment terminates due to his or her death prior to the Vesting Date ,   Participant shall immediately vest in a pro-rata portion of the PBRSUs and the remaining unvested PBRSUs shall be automatically forfeited and returned to the Company for no consideration. For purposes of this subsection, the pro-rata portion of the   PBR SU s   that will v est   shall be determined by dividing the number of days that Participant was an Employee   since the Grant Date   through the date of his or her death by 1, 09 6   and applying this percentage to the number of PBRSUs   earned, if any, as determined in accordance with Schedule A . Any fractional Shares shall be rounded down such that only whole S hares are issued.

6.

Covered Transaction/Change in Control .  In the e vent of a Covered Transaction (other than a Change in Control , whether or not it is a Covered Transaction), the Administrator shall, with respect to the PBRSUs, take one of the actions set forth in Section s 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan .   Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply: 

(a) Except as provided below in Section 6(c) , upon consummation of a Change in Control , to the extent the PBRSUs are outstanding immediately prior to the Change in Control,   Participant shall automatically vest in such number o f PBRSUs as determined in Section 6 (b).

(b)   The number of PBRSUs that shall vest   pursuant to Section 6 (a) , if any,   shall be determined in accordance with the level of achievement of the Corporate Goals as set forth on   Schedule A .

(c )   Notwithstanding Section 6 (a), no acceleration of vesting shall occur with respect to the PBRSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an Alternative Award ), by Participant's employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the Alternative Award shall be a time-ba sed restricted stock unit award   that is no lo nger subject to any performance- based vesting requirement, and shall   also :


 

3

 

(i) be based on stock which is traded , or will be traded upon consummation of the Change in Control, on an established securities market ;

(ii) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Award, including, but not limited to, an identical or

      better time-based vesting schedule ;

(iii) have substantially e quivalent economic value to this Award (determined at the time of the Change in Control and based upon the number of Shares Participant would have receive d had the Award been a ccelerated pursuant to Section 6 (a) above ); and

(iv) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant   terminates employment for “Good Reason” (as defined below) pri or to the Vesting Date , Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse

For this pur pose, “Good Reason ” shall mean the occurrence of one or more of the events listed below following a Change in Control:

(x) to the extent you are   a “Participant” (as that term is defined in the CIC Plan) in the Company’s Amended and Restated Employment Continuity Plan or its successor plan (the “ CIC Plan ), the occurrence of any of the events enumerated under the definition of “Good Reason” applicable to Participan t’s “Tier” level as set forth in the CIC Plan ; or

(y )   if you are not  a “Participant” in the CIC Plan , the occurrence of any of the following (A) a reduction in Participant’s rate of annual base salary as in effect immediately prior to such Change in Control; (B ) a reduction in Participant’s annual short-term incentive compensation plan target award opportunity (but excluding the conversion of any cash incentive arrangement into an equity incentive arrangement of commensurate value or vice versa) from that which was in effect immediately prior to such Change in Control; or (C ) any requirement that you relocate to an office more than 35 miles from the facility where Participant was located immediately prior to the Change in Control.

(d ) In the event a Partici pant believes that a   “Good Reason” even t has been triggered , Participant must give the Company written notice within 30 days of the occurrence of such triggering event and a proposed termination date which shall be not sooner than 60 days nor later than 90 days after the date of such notice.  Such notice shall specify Participant’s basis for determining that “Good Reason” has been triggered.  The Company shall have the right to cure a purported “Good Reason” within 30 days of receipt of said notice .

( e ) Notwithstanding Sections 6 (a) and (c ) above , the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all of the PBRSUs.

( f ) Upon vesting under Section 6 any remaining unvested PB RSUs shall be automatically cancelled and forfeited and returned to the Company for no consideration.

7.

Termination of Agreement .  Except as otherwise expressly set forth herein, if the Corporate Goals are not satisfied in accordance wit h the terms set forth on Schedule  A by the Goal Completion Date , this Agreement shall automatically terminate and Participant shall be deemed to have forfeited all rights to the PBRSUs.

 


 

4

 

8.

Notices Notice s hereunder shall be in writing and , if to the Company , shall be delivered personally to the Human Resources Department or such other party as designated by the Company or mailed to its principal office and , if to Participant , shall be delivered personally or mailed to Participant at his or her address on the records of the Company .

9.

Dividend and Voting Rights .  Participant will not be entitled to any dividends (or dividend equivalency rights) upon the PBRSUs or have any voting rights until and to the extent the PBRSUs vest and S hares are delivered in settlement of the PBRSUs

10.

Non-Hire/Solicitation /Confidentiality /Code of Conduct .  As a condition of Participant’s eligibility to receive these PBRSUs and regardless of whether such PBRSUs vest , Participant agree s that he or she will (a )   not, directly or ind irectly, during the term of his or her   E mployment, and for a period of one year thereafter, hire,  solicit, entice away or in any way interfere with THG’s relationship with, any of its officers or employees, or in any way attempt to do so or participate with, assist or encourage a third party to do so; (b ) neither disclose any of THG ’s confidential and proprietary information to any third party , nor use such information for any purpose other than for the benefit of THG and in accordance with THG policy ;   (c ) not, during the term of Partici p a nt’s E mployment, and for a period of one year thereafter, interfere with or seek to interfere with, THG’s relationships with any of its policyholders, customers, cli ents, agents or vendors; and (d ) at all times comply with (i) THG’s Code of Conduct and other policies and procedures as in effect from time to time ,   and (ii) any non-competition, non-disclosure, non-solicitation or similar agreement he or she may have with the Company or its Affiliates The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

11.

Damages/ Specific Performance

(a) Participant hereby acknowledges and agrees that in the event of any breach of Section 1 0 of this Agreement , the Company would be irreparably harmed and could not be made whole by monetary damages.  Participant accordingly agrees to waive the defense in any action for injunctive relief or specific performance that a remedy at law would be adequate and that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of Section 1 0 .

(b) In addition to any other remedy to which the Company may be entitled at law or in equity (including the remedy provided in the preceding paragraph), Participant hereby acknowledges and agrees that in the event of any breach of Section 1 0 of this Agreement , Participant shall be required to refund to the Company the value received by Participant upon vesting of the PBRSUs; provided, howeve r, that the Company makes any such claim, in writing, against Participant alleging a violatio n of Section 10 not later than two years following Participant’s termination of E mployment.

12.

Successors .  The provisions of this Agreement will benefit and will be binding upon the permitted assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. However, the PBRSUs are non-assignable, except as may be permitted by the Plan.

13.

Interpretation .     The terms of the PBRSUs are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

14.

Facsimile and Electronic Signature .  The parties may execute this Agreement by means of a facsimile or electronic signature.


 

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15.

Entire Agreement; Counterparts .  This Agreement and the Plan contains the entire understanding between the parties concerning the subject contained in this Agreement.  Except for the Agreement and the Plan , there are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Agreement, that are not fully expressed herein.  This Agreement may be signed in one or more counterparts, all of which shall be considered one and the same agreement.

16.

Further Assurances .  Each party to this Agreement agrees to perform all further acts and to execute and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement.

17.

Severability .  In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected, and such unenforceable provisions shall be automatically replaced by a provision as similar in terms as may be valid and enforceable .

18.

Construction .  Whenever used in this Agreement, the singular number will include the plural, and the plural number will include the singular, and the masculine or neuter gender shall include the masculine, feminine, or neuter gender.  The headings of the Sections of this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes.  The Administrator shall have full discretion to interpret and administer this Agreement.  Any actions or decisions by the Administrator in connection with this Agreement shall be conclusive and binding upon Participant.

19.

No Effect on Employment .  Nothing contained in this Agreement shall be construed to limit or restrict the right of THG to terminate Participant ’s E mployment at any time, with or without cause, or to increase or decrease Participant ’s compensation from the rate of compensation in existence at the time this Agreement is executed.

20.

Taxes The vesting and settlement of the PBRSUs will give rise to “wages” subject to withholding.  Participant expressly acknowledges and agrees that Participant’s rights hereunder, including the right to be issued Shares in settlement of the PBRSUs, are subject to Participant promptly  remitting to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) any amounts determined by the Company to be required to be withheld.  No Shares will be transferred pursuant to the settlement of the PBRSUs unless and until Participant has remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes.  Participant authorizes the Company to withhold such amount from any amounts otherwise owed to Participant. The Company may, at its option, withhold from the PBRSUs, or the Shares which such PBRSUs represent, a sufficient number of PBRSUs/Shares to satisfy the minimum federal, state and local tax withholding due, if any, and remit the balance of the PBRSUs/Shares to Participant .  

The Company makes no representations to Participant with respect to the tax treatment of any amount paid or payable pursuant to this Award.  While this Award is intended to be interpreted and operated to the extent possible so that any such amo unts shall be exempt from the requirements of Section 4 09A , in no event shall the Company be liable to Participant for or with respect to any taxes, penalties and/or interest which may be imposed upon any such amounts pursuant to Section 409A or any other federal or state tax law.  To the extent that any such amount should be subject to Section 409A (or any other federal or state tax law), Participant shall bear the entire risk of any such taxes, penalties and or interest.


 

6

 

21.

Waiver of Jury Trial.  By accepting this Award under the Plan, Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under ( a ) the Plan, ( b ) the Prior Plan, ( c ) any Award, ( d ) any award under the Prior Plan, or ( e ) any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection with any of the foregoing, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury.

22.

Additional Restrictions .  The Administrator may cancel, rescind, withhold or otherwise lim it or restrict this Award (in whole or in part) at any time if Participant is not in compliance with all applicable provisions of this Agreement and the Plan, or if Participant breaches any agreement with THG, including with respect to the Code of Conduct or other policies of THG, or any non-competition, non-solicitation, confidentiality or other similar provisions.  Without limiting the generality of the foregoing, the Administrat or may recover the PBRSUs and payments under or gain in respect thereto to the extent required to comply with Section 10D of the Securities Exchange Act of 1934, as amended, or any stock exchange or similar rule adopted under said Section.  In addition, rights, payments and benefits under this Award shall be subject to repayment to, or recoupment by, THG in accordance with any clawback or recoupment policies and procedures that THG may adopt from time to time.

 


 

7

 

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Grant Date .

 

 

 

THE HANOVER INSURANCE GROUP, INC.

By:

Name: Christine Bilotti-Peterson

Title: Senior Vice President & Chief Human Resources Officer

<PARTICIPANT NAME>

 

 

 


Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

THE HANOVER INSURANCE GROUP

RETIREMENT SAVINGS PLAN

 

 

Amended and restated genera lly effective January 1, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

{Practice Areas/CORP/17776/00035/A2943421.DOC[Ver:6]}


 

TABLE OF CONTENTS

THE HANOVER INSURANCE GROUP

RETIREMENT SAVINGS PLAN

 

 

 

ARTICLE  I    

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN AND  
RESTATED PLAN

ARTICLE  II  

DEFINITIONS

ARTICLE  III  

ELIGIBILITY AND PARTICIPATION

21 

ARTICLE  IV  

EMPLOYER CONTRIBUTIONS AND FORFEITURES

23 

ARTICLE  V  

EMPLOYEE CONTRIBUTIONS AND ROLLOVER  
CONTRIBUTIONS

27 

ARTICLE  VI  

PROVISIONS APPLICABLE TO TOP HEAVY PLANS

33 

ARTICLE  VII  

LIMITATIONS ON ALLOCATIONS

35 

ARTICLE  VIII  

PARTICIPANT ACCOUNTS AND VALUATION OF ASSETS

41 

ARTICLE  IX  

401(k) ALLOCATION LIMITATIONS

41 

ARTICLE  X  

401(m) ALLOCATION LIMITATIONS

43 

ARTICLE  XI  

IN-SERVICE WITHDRAWALS

43 

ARTICLE  XII  

PLAN LOANS

45 

ARTICLE  XIII  

RETIREMENT, TERMINATION AND DEATH BENEFITS

47 

ARTICLE  XIV  

PLAN FIDUCIARY RESPONSIBILITIES

61 

ARTICLE  XV  

BENEFITS COMMITTEE

64 

ARTICLE  XVI  

INVESTMENT OF THE TRUST FUND

65 

ARTICLE  XVII  

CLAIMS PROCEDURE

68 

ARTICLE  XVIII  

AMENDMENT AND TERMINATION

70 

ARTICLE  XIX  

MISCELLANEOUS

72 

 

 

 

{Practice Areas/CORP/17776/00035/A2943421.DOC[Ver:6]}


 

 

THE HANOVER INSURANCE GROUP

RETIREMENT SAVINGS PLAN

ARTI CLE  I

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN AND RESTATED PLAN

1.01       Name of Plan .  The name of the Plan is The Hanover Insurance Group Retirement Savings Plan.  Prior to January 1, 2005 , the Plan was known as “The Allmerica Financial Employees’ 401(k) Matched Savings Plan”.  Effective January 1, 2005, the Plan became known as “The Allmerica Financial Retirement Savings Plan”.  Effective December 1, 2005, the Plan became known as “The Hanover Insurance Group Retirement Savings Plan”.

1.02       Purpose .  This Plan has been established for the exclusive benefit of the Plan Participants and their Beneficiaries and as far as possible shall be administered in a manner consistent with this intent and consistent with the requirements of Code Section 401.

Subject to Section s   15.04 and 18.05, under no circumstances shall any contributions made to the Plan be used for, or be diverted to, purposes other than for the exclusive benefit of Plan Participants or their Beneficiaries.

1.03       Plan and Plan Restatement Effective Date .  The effective date of this Plan was November 22, 1961.  The effective date of this amended and restated Plan is January   1, 201 5 (except for tho se provisions of the Plan which have an alternative effective date).  Except to the extent otherwise specifically provided herein, the provisions of the amended and restated Plan as set forth herein shall apply to a   Participant who is employ ed by the Employer on or after January 1, 201 5 .     The rights and benefits of any Participant whose employment with the Employer terminated prior to January   1,   201 5 ,   s hall be determined in accordance with the provisions o f the Plan as in effect from time to time prior to January 1, 201 5 ,   provided, however, that i f t he Account balance of any such Participant has not been completely distributed before January 1, 201 5 , then such Account balance shall be invested, accounted for and distributed in accordance with the provisions of the Plan as set forth in this document except as otherwise required by applicable law or as otherwise specifically provided herein.

AR TICLE  II

DEFINITIONS

The terms defined in this Article shall have the meanings stated herein unless the context clearly indicates otherwise.

2.01       “Accrued Benefit” shall mean the sum of the balances in a Participant’s 401(k) Account, Roth Elective Deferral Account ,   Match Contribution Account, Non-Elective

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Employer Contribution Account, Regular Account, Rollover Account, Tax Deductible Contribution Account and Voluntary Contribution Account.

2.02      “Account” shall mean a n account established and maintained pursuant to Section 8.0 1 for each Participant, when appropriate, to account for the Participant’s Accrued Benefit.

2.03      (a)       “Affiliate” shall mean any corporation affiliated with the Employer through the action of such corporation’s board of directors and the Employer’s Board of Directors.

(b)         “Affiliate” shall also mean any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Code Section 414(o)   and the r egulations there under .

2.04       Affirmative Election” shall mean an election by an Eligible Participant to (a) make Salary Reduction Contributions to the Plan at the whole percentage of his or her Compensation or at the separate whole percentages of his or her salary and other Compensation   specified in his or her Salary Reduction Agreement, or (b) not to make Salary Reduction Contributions to the Plan.

2.05       “Age” shall mean the age of a person at his or her last birthday.

2.06       Annuity Starting Date” shall mean the first day of the first period for which the Plan pays an amount as an annuity. In the case of a payment not in an annuity form, Annuity Starting Date shall mean the first day of the first period for which the benefit form is paid.

2.07       “Automatic Contributions” shall mean the P re-tax Elective Deferrals that re sult from the operation of Section 5.05(c).

2.08       “Automatic Contribution Arrangement” shall mean the arrangement set forth in Section 5.05 pursuant to which, in the absence of an Affirmative Election,   an Employee, who is eligible to participate in the Plan is treated as having elected to direct the Employer to reduce his or her Compensation in order that the Employer may make P re-tax Elective Deferrals to the Plan on behalf of the Participant equal to a uniform percentage of Compensation.

2.09       “Beneficiary” shall mean the person, trust, organization or estate designated to receive Plan benefits payable on or after the death of a Participant.

2.10       “Catch-up Contributions” shall mean Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by

 

 

 

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2

 

 


 

 

Participants who are Age 50 or over by the end of their taxable years.  An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions).  Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year as   adjusted for increases in the cost of living in accordance with Code Section 414(v)(2)(C) .

Catch-up Contributions are not subject to the limits on Annual Additions, are not counted in the ADP test and are not counted in determining the minimum top-heavy allocation under Code Section 416 (but Catch-up Contributions made in prior years are counted in determining whether the Plan is top-heavy).

2.11       C ode” shall mean the Internal Revenue Code of 1986, as amended from time to time.  Reference to any section or subsection to the Code, includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces any such section or subsection, and also includes reference to any regulation issued pursuant to or with respect to such section or subsection.

2.12       “Compensation” shall mean:

(a)         For purposes of Articles IX and X, for purposes of determining a Participant’s Salary Reduction Contributions pursuant to Section 3.01(b), 5.04, and 5.05 and for purposes of determining an E ligible Employee’s Match Contribution under Section 4.02 and Non-Elective Employer Contribution pursuant to Section 4.03, Compensation shall mean the total wages or salary, overtime, bonuses, and any other taxable remuneration paid to an Employee by the Employer during the Plan Year, while the Employee is a Participant, as reported on the Participant’s W-2 for the Plan Year.  Provided ,   however , that Compensation for this purpose shall be determined without reduction for (i) any Salary Reduction Contributions contributed to the Plan on the Participant’s behalf for the Plan Year and (ii) any other amount which is contributed or deferred by the Employer at the election of a Participant which is not includible in the gross income of the Participant by reason of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

Notwithstanding the above, for purposes of determining a Participant’s Salary Reduction Contributions pursuant to Section 3.01(b), 5.04, and 5.05 and for purposes of determining an E ligible Employee’s Match Contribution under Section 4.02 and Non-Elective Employer Contribution pursuant to Section 4.03, Compensation shall not include:

(i)          incentive compensation paid to Participants pursuant to the Employer’s Executive Long Term Performance Unit Plan or pursuant to any similar or successor cash or equity long-term incentive compensation plan;

 

 

 

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(ii)         Employer contributions to a deferred compensation plan or arrangement ( other than (i) Salary Reduction Contributions contributed to the Plan on the Participant’s behalf for the Plan Year; and (ii) any other amount which is contributed or deferred by the Employer at the election of a Participant which is not includible in the gross income of the Participant by reason of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b)) either for the year of deferral or for the year included in the Participant’s gross income;

(iii)        any income which is received by or on behalf of a Participant in connection with the grant, receipt, settlement, exercise, lapse of risk of forfeiture or restriction on transferability, or disposition of any stock option, stock award, stock grant, stock appreciation right or similar right or award granted under any plan, now or hereafter in effect, of the Employer or any successor to the Employer, the Employer’s parent, any such successor’s parent, any subsidiaries or affiliates of the Employer, or any stock or securities underlying any such option, award, grant or right;

(iv)        severance payments paid in a lump sum, provided that for Plan Years beginning on and after January 1, 2008 such excluded severance payments shall not include any payment of regular compensation for services during the Participant ’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, if the payment would have been paid to the Participant prior to a severance from employment, if the Participant had continued in employment with the Employer and if the payment is made by the later of 2½   months after the Participant’s severance from employment or by the end of the Plan Year in which the Participant’s s everance from employment occurs ;

(v)         Code Section 79 imputed income; long term disability and workers’ compensation benefit payments;

(vi)        taxable moving expense allowances or taxable tuition or other educational reimbursements;

(vii)       for Plan Years commencing after December 31, 1998, compensation paid in the form of commissions;

(viii)      non-cash taxable benefits provided to executives, including the taxable value of Employer-paid club memberships, chauffeur services and Employer-provided automobiles; and

(ix)        other taxable amounts received other than cash compensation for services rendered, as determined by the Plan Administrator.

 

 

 

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(b)         For purposes of Section 4.04 (Minimum Employer Contributions for Top Heavy Plans) and for purposes of Article VII (Limitations on Allocations) the term “Compensation” means a Participant’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan (as describ ed in Treasury Regulation S ection 1.62-2(c) ), and excluding the following:

(i)          Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation;

(ii)         Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii)        Amounts realized for the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(iv)        Other amounts which received special tax benefits.

Notwithstanding the foregoing, Compensation for purposes of the Plan shall also include Employee elective deferrals under Code Section 402(g)(3) , Roth Elective Deferrals and any amounts contributed or deferred by the Employer at the election of the Employee and not includible in the gross income of the Employee, by reason of Code Sec tions 125, 132(f)(4), 402(e)(3), 402(h) , and 403(b) .

Additionally, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he has other health coverage (deemed Code Section 125 compensation).  Such an amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

 

 

 

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For purposes of applying the limitations of Article VII, Compensation for a Limitation Year is the Compensation actually paid or includible in gross income during such Year.

(c)         Notwithstanding (a) and (b) above, the annual Compensation of each Participant taken into account for determining all benefits provided under the Plan for any Plan Year shall not exceed $2 65 ,000, as adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B) for Plan Years beginning after December 31, 2015 .

The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined beginning in such calendar year.

If Compensation is being determined for a Plan Year that contains fewer than 12 calendar months, then the annual Compensation limit is an amount equal to the annual Compensation limit for the calendar year in which the Compensation period begins multiplied by the ratio obtained by dividing the number of full months in the period by 12.

For purposes of applying the limitations of Article VII with respect to Limitation Years the following provisions shall be applicable.

(i)         Compensation paid after severance from employment . Compensation actually paid or includible in gross income during a Limitation Year shall be adjusted, as set forth herein, for the following types of compensation paid after a Participant’s severance from employment with the Employer (or any Affiliate). However, amounts described in Paragraphs A. and B. below shall only be included in Compensation for such Limitation Year to the extent such amounts are paid by the later of 2½ months after severance from employment or by the end of the Limitation Year that includes the date of such severance from employment.  Any other payment of compensation paid after severance of employment that is not described in the following types of compensation shall not be considered Compensation for such Limitation Year, even if payment is made within the time period specified above.

A.          Regular Pay . Compensation shall include regular pay after severance of employment if: (1) The payment is regular compensation for services during the Participant ’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (2) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer.

 

 

 

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B.          Leave Cashouts And Deferred Compensation . Leave cashouts shall be included in Compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in Compensation if the compensation would have been included in the definition of Compensation if it had been paid prior to the Participant’s severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant’s gross income.

C.          Salary Continuation Payments f or Military Service Participants . Compensation shall not include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code Section 414(u)(l)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

D.          Salary Continuation Payments for Disabled Participants . Compensation does not include compensation paid to a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)).

(ii)         Compensation for a Limitation Year but not paid during the Limitation Year .  Compensation for a Limitation Year shall not include amounts earned but not paid during the Limitation Year solely because of the timing of pay periods and pay dates.

(iii)        Inclusion of Certain Nonqualified Deferred Compensation Amounts . Compensation for a Limitation Year shall include amounts that are includible in the gross income of a Participant under the rules of Code Section 409A or because the amounts are constructively received by the Participant.

(d)         N otwithstanding paragraphs (a), (b) and (c) above,

(i)          USERRA For purposes of Employee and Employer make-up contributions, Compensation during the period of military service shall be deemed to be the Compensation the Employee would have received

 

 

 

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during such period if the Employee were not in qualified military service, based on the rate of pay the Employee would have received from the Employer but for the absence due to military leave.   If the Compensation the Employee would have received during the leave is not reasonably certain, Compensation will be equal to the Employee’s average Compensation from the Employer during the twelve (12) month period immediately preceding the military leave or, if shorter, the Employee’s actual period of employment with the Employer.

(ii)        Differential Wage Payments A n individual receiving a differential wage payment, as defined by Code Section 340 1(h)(2), shall be treated as an E mployee of the E mployer making the payment .  T he differential wage payment shall be treated as Compensation for the purposes of Code Section 415 (c)(3) and Treasury Regulation S ection 1.415-(c)(2) (e.g., for the purposes of Code Section 415, top-heavy provisions of Code Section 416, determination of highly compensated employees under Code Section 414(q)) .  T he P lan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.  T he foregoing se ntence shall apply only if all E mployees of the Employer performing service in the uniformed services described in Code Section 3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code Section 3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a ret irement plan maintained by the E mployer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code Sections 410(b)(3), (4), and (5)).

2.1 3       “Eligible Employee” shall mean an Employee who has satisfied the requirements to participate in this Plan as set forth in Section 3.01.

2.1 4       “Eligible Participant” shall mean an Eligible Employee subject to the Automatic Contribution Arrangement as provided for in Section 5.0 5 (b) .  

2.1 5       “Employee” shall mean any person reported on the payroll records of the Employer as an Employee who is deemed by the Employer to be a common law Employee . However, the term Employee will not include any individual who is not reported on the payroll records of the Employer or an affiliated Employer as a common law Employee.  If such person is later determined by the Employer or by a court or governmental agency to be or to have been an Employee, he or she will only be eligible for participation prospectively and may participate in the Plan as soon as reasonably practicable following such determination and after the satisfaction of all other eligibility requirements.

2.1 6       “Employer” shall mean The Hanover Insurance Company; provided that, p rior to January 1, 2008 “Employer” shall mean First Allmerica Financial Life Insurance Company.

 

 

 

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2.1 7       “Employment Commencement Date” shall mean the date on which an Employee first performs an Hour of Service or, in the case of an Employee who has a One Year Break in Service, the date on which he or she first performs an Hour of Service after such Break.  

2.18       ERISA ” shall mean the Employee Retirement Income Security Act of 1974 , as amended   from time to time .

2.19       E xcess Elective Deferrals” shall mean those Salary Reduction Contributions of a Participant that either (1) are made during the Participant’s taxable year and exceed the dollar limitation under Code Section 402(g) (including, if applicable, the dollar limitation on Catch-up Contributions defined in Code Section 414(v)) for such year; or (2) are made during a calendar year and exceed the dollar limitation under Code Section 402(g) (including, if applicable, the dollar limitation on Catch-up Contributions defined in Code Section 414(v)) for the Participant’s taxable year beginning in such calendar year, counting only Salary Reduction Contributions made under this Plan and any other 401(k) qualified retirement plan, contract or arrangement maintained by the Employer. Excess Elective Deferrals shall be treated as Annual Additions under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the Participant’s taxable year. 

2.20       “Fiduciary” shall mean any person who (i) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets; (ii) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so; or (iii) has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to, the Trustee and the Plan Administrator.

2.21       “First Allmerica” shall mean First Allmerica Financial Life Insurance Company.

2.22       “Five Percent Owner” shall mean, in the case of a corporation, any person who owns (or is considered as owning within the meaning of Code Section 416(i)) more than five percent of the outstanding stock of the Employer or stock possessing more than five percent of the total combined voting power of all stock of the Employer.  In the case of an Employer that is not a corporation, “Five Percent Owner” shall mean any person who owns or under applicable regulations is considered as owning more than five percent of the capital or profits interest in the Employer.  In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), and (m) shall be treated as separate employers.

2. 2 3       “Former Participant” shall mean a person on whose behalf an Account is maintained ,   who was an Eligible Employee but who is not entitled to accrue a benefit under this Plan because he or she has ceased to be eligible to participate in the Plan for any reason.

 

 

 

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2.2 4       “401(k) Account” shall mean the account established and maintained for each Participant who has directed the Employer to make P re-tax Elective Deferral Contributions to the Trust on his or her behalf or for whom the Employer has made 401(k) Employer Contributions to the Trust on his or her behalf, and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2.2 5       “401(k) Employer Contribution” shall mean a 401(k) contribution made by the Employer to the Trust for Plan Years prior to 1995 pursuant to Section 4.01 of the Plan as in effect prior to 1995.

2.2 6       “Highly Compensated Employee” shall mean any Employee who:

(a)          was a Five Percent Owner at any time during the Plan Year or the preceding Plan Year; or

(b)          for the preceding Plan Year:

(i)          had Compensation from the Employer in excess of $ 120 , 000 as adjusted for increases in the cost of living in accordance with Code Section 414(q)(1) for Plan Years beginning after December 31, 2015 ; and

(ii)        for such preceding Year was in the top-paid group of Employees for such preceding Year.

For purposes of this Section the “top-paid group” for a Plan Year is the top 20% of Employees ranked on the basis of Compensation paid during such Year.

In addition to the foregoing, the term “Highly Compensated Employee” shall also mean any former Employee who separated from service prior to the Plan Year, performs no service for the Employer during the Plan Year, and was an actively employed Highly Compensated Employee in the separation year or any Plan Year ending on or after the date the Employee attained Age 55.

For purposes of this Section Compensation means Compensation determined for purposes of Article VII (Limitations on Allocations ).

The determination of who is a Highly Compensated Employee, including the determinations of the numbers and identity of E mployees in the top-paid group and the Compensation that is considered will be made in accordance with Code Section 414(q) and the regulations thereunder.

2.2 7       “Hour of Service” shall mean:

(a)         Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer.  For purposes of the Plan an Employee who is exempt from the requirements of the Fair Labor Standards

 

 

 

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Act of 1938, as amended, shall be credited with 45 Hours of Service for each complete or partial week he or she would be credited with at least one Hour of Service under this Section.

(b)         Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence.   Notwithstanding the preceding sentence:

(i)         No more than 1000 hours shall be credited to an Employee under this Subsection (b) on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(ii)        No hours shall be credited under this Subsection (b) for any payments made or due under a plan maintained solely for the purpose of complying with any applicable worker’s compensation, unemployment compensation or disability insurance laws; and

(iii)       No hours shall be credited under this Subsection (b) for a payment, which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

For purposes of this Subsection (b) a payment shall be deemed to be made by or due from an Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly, through, among others, a trust fund or insurer, to which the Employer contributes or pays premiums.

(c)        Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer.  The same Hours of Service shall not be both credited under Subsections (a) or (b), as the case may be, and under this Subsection.  No more than 501 Hours shall be credited under this Subsection for a period of time during which an Employee did not or would not have performed duties.

(d)        Special rules for determining Hours of Service under Subsection (b) or (c) for reasons other than the performance of duties .

In the case of a payment which is made or due which results in the crediting of Hours of Service under Subsection (b) or in the case of an award or agreement for back pay, to the extent that such an award or agreement is made with respect to a period during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined as follows:

(i)         In the case of a payment made or due which is calculated on the basis of units of time (such as hours, days, weeks or months), the number of Hours of Service to be credited for “exempt” Employees described in

 

 

 

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Subsection (a) shall be determined as provided in such Subsection.  For all other Employees, the Hours of Service to be credited shall be those regularly scheduled hours in such unit of time; provided, however , that when a non-exempt Employee does not have regularly scheduled hours, such Employee shall be credited with 8 Hours of Service for each workday for which he or she is entitled to be credited with Hours of Service under paragraph (b).

(ii)       Except as provided in Paragraph (d)(iii), in the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation (as determined below) before the period during which no duties are performed.

A.         The hourly rate of compensation of Employees paid on an hourly basis shall be the most recent hourly rate of such Employees.

B.         In the case of Employees whose compensation is determined on the basis of a fixed rate for specified periods of time (other than hours) such as days, weeks or months, the hourly rate of compensation shall be the Employee’s most recent rate of compensation for a specified period of time (other than an hour), divided by the number of hours regularly scheduled for the performance of duties during such period of time.  The rule described in Subsection (d)(i) shall also be applied under this paragraph to Employees without a regular work schedule.

C.         In the case of Employees whose compensation is not determined on the basis of a fixed rate for specified periods of time, the Employee’s hourly rate of compensation shall be the lowest hourly rate of compensation paid to Employees in the same job classification as that of the Employee or, if no Employees in the same job classification have an hourly rate, the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.

(iii)       Rule against double credit .  An Employee shall not be credited on account of a period during which no duties are performed with more hours than such Employee would have been credited but for such absence.

(e)        Crediting of Hours of Service to computation periods .

(i)         Hours of Service described in Subsection (a) shall be credited to the Employee for the computation period or periods in which the duties are performed.

 

 

 

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(ii)        Hours of Service described in Subsection (b) shall be credited as follows:

A.          Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time (such as hours, days, weeks or months) shall be credited to the computation period or periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.

B.          Hours of Service credited to an Employee by reason of a payment which is not calculated on the basis of units of time shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, such Hours of Service shall be allocated between not more than the first two computation periods in accordance with reasonable rules established by the Employer, which rules shall be consistently applied with respect to all Employees within the same job classification, reasonably defined.

(iii)        Hours of Service described in Subsection (c) shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement or payment is made.

(f)         For purposes of the Plan, Hours of Service shall also include Hours of Service determined in accordance with the rules set forth in this Section 2.2 7 :

(i)          with the Employer in a position in which he or she was not eligible to participate in this Plan; or

(ii)         as a Career Agent or General Agent of First Allmerica; or

(iii)        for periods prior to January 1, 1998, with Citizens, Hanover, or as an employee of a General Agent of First Allmerica; or

(iv)       with Financial Profiles, Inc., or Advantage Insurance Network, Affiliates of First Allmerica, including periods of service completed prior to the date each became an Affiliate; or

(v)         for periods prior to January 1, 2008 with First Allmerica; or

(vi)        with an Affiliate.

 

 

 

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(g)           Rules for Non-Paid Leaves of Absence .  For purposes of the Plan, a Participant will also be credited with Hours of Service during any non-paid leave of absence granted by the Employer.  Except as provided in Subsection (a) for exempt Employees, the number of Hours of Service to be credited under this Subsection (g) shall be the number of regularly scheduled working hours in each workday during the leave of absence; provided , however , that no more than the number of Hours in one regularly scheduled work year of the Employer will be credited for each non-paid leave of absence.  In the case of a non-exempt Employee without a regular work schedule, the number of Hours to be credited shall be based on a 40-hour workweek and an 8-hour workday.  Hours of Service described in this Subsection (g) shall be credited to the Employee for the computation period or periods during which the leave of absence occurs.

Notwithstanding the foregoing, for Plan Years beginning after December   31,   1998, all Employees (exempt and non-exempt) shall be credited with 8 Hours of Service for each workday for which they are entitled to be credited with Hours of Service for a non-paid leave of absence pursuant to this Subsection (g).

(h)        Rules for Maternity or Paternity Leaves of Absence .  In addition to the foregoing rules, solely for purposes of determining whether a One Year Break in Service has occurred in a computation period, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such Hours cannot be determined, 8 Hours of Service per day of such absence.  Provided ,   however , that:

(i)          Hours shall not be credited under both this Paragraph (h) and one of the other Paragraphs of this Section 2.2 7 ;

(ii)        no more than 501 Hours shall be credited for each maternity or paternity absence; and

(iii)        if a maternity or paternity leave extends beyond one Plan Year, the Hours shall be credited to the Plan Year in which the absence begins to the extent necessary to prevent a One Year Break in service, otherwise such Hours shall be credited to the following Plan Year.

For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

 

 

 

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(i)          Other Federal Law .  Nothing in this Section shall be construed to alter, amend, modify, invalidate, impair or supersede any law of the United States or any rule or regulation issued under any such law.

2.2 8       “Key Employee”   shall mean , for the purposes of determining whether the Plan is top-heavy, any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date is an officer of the Employer having an annual Compensation gr eater than $17 0,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2015 ) , a Five Percent Owner, or a 1-percent owner of the Employer having an annual Compe nsation of more than $150,000.

The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations thereunder.  For purposes of determining whether a Participant is a Key Employee, the Participant’s Compensation means Compensation as defined for purposes of Article VII.

2.2 9       “Limitation Year” shall mean a calendar year.  The Limitation Year may only be changed by a Plan amendment. If the Plan is terminated effective as of a date other than the last day of the Plan’s Limitation Year, then the Plan shall be treated as if the Plan had been amended to change its Limitation Year and, in any such case, the Defined Contribution Dollar Limitation shall be prorated as pre scribed by Treasury Regulation S ection 1.415(j)-1(d)(3).

2.30       “Match Contribution” shall mean the contribution made by the Employer to the Trust pursuant to Section 4.02.

2.3 1       “Match Contribution Account” shall mean the account established for each Participant for whom the Employer has allocated Match Contributions to the Trust and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2. 3 2       “Non-Elective Employer Contributions” shall mean Employer contributions that are made by the Employer pursuant to Section 4.03.

2.3 3       “Non-Elective Employer Contribution Account” shall mean the account established for each Employee for whom the Employer has made a Non-Elective Employer Contribution to the Trust and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2.3 4       “Non-Highly Compensated Employee” shall mean any Employee who is not a Highly Compensated Employee.

2.3 5       “Non-Key Employee” shall mean any Employee who is not a Key Employee.

2.3 6       “Normal Retirement Age” shall mean the date on which the Participant attains Age 65.

 

 

 

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2.3 7       “One Year Break in Service” shall mean any vesting computation period during which an Employee does not complete m ore than 500 Hours of Service.

2.3 8       “Participant” shall mean an Eligible Employee and , where the context requires, a Former Participant .

2.3 9       “Plan Administrator” shall mean the Benefits Committee, which shall have fiduciary responsibility for the interpretation and administration of the Plan, as provided for in Article XIV.  Members of the Benefits Committee shall be appointed as provided for in Section 15.01 hereof.

2.40       “Plan Year” shall mean a calendar year.

2.41       Pre-tax Elective Deferral   shall mean a Salary Reduction Contribution that is   not includible in the gross income of the Eligible Employee on whose behalf the contribution is made at the time that the deferral is made .

2.4 2       “Qualified Automatic Contribution Arrangement (“QACA”)” shall mean a qualified automatic contribution arrangement that meets the requirements of Code Sec tion 401(k)(13)(B).  T his Plan is intended to satisfy the requirements of Code Section 401(k)(13)(B) including but not limited to, the automatic enrollment and contribution provisions and the applicable notice requirements of Section 5.05 and the required Employer contributions of the Match Contribution made by the Employer to the Trust pursuant to Section 4.02.

2.4 3       “Qualified Default Investment Alternative” shall mean an investment alternative available to Participants and B eneficiaries that satisfies the requirements of ERISA Section 404(c)(5) and the r egulations thereunder and shall be subject to the following rules:

(a)         No Employer Securities .  The Qualified Default Investment Alternative does not hold or permit the acquisition of Employer securities, except as permitted by Department of Labor Regulation Section 2550.404c - 5(e)(1)(ii) ;

(b)         Transfer Permitted .  The Qualified Default Investment Alternative permits a Participant or Beneficiary to transfer, in whole or in part, his or her investment from the Qualified Default Investment Alternative to any other investment alternative available under the Plan, pursuant to the rules of Department of Labor Regulation Section 2550.404c- 5(c)(5);

(c)         Management .  The Qualified Default Investment Alternative is:

(1)         Managed by:  (A) an investment manager, within the meaning of ERISA Section 3(38); (B) a Plan trustee that meets the requirements of ERISA Section 3(38)(A), (B) and (C); or (C) the Sponsor Employer who is a named fiduciary within the meaning of ERISA Section 402(a)(2);

 

 

 

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(2)         An investment company registered under the Investment Company Act of 1940; or

(3)         An investment product or fund described in Department of Labor Regulation Section 2550.404c–5 (e)(4)(iv) or (v); and

(d)         Types of Permitted Investments .  The Qualified Default Investment Alternative must be an investment product or fund described in Department of Labor Regulation Section 2550.404c–5(e)(4).

2.4 4       “Qualified Domestic Relations Order” shall mean any judgment, decree or order (including approval of a property settlement agreement) which:

(i)          relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant;

(ii)        is made pursuant to a state domestic relations law (including a community property law);

(iii)        constitutes a “qualified domestic relations order” within the meaning of Code Section 414(p); and

(iv)         is entered on or after January 1, 1985.

Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order (QDRO) will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant’s death.

2.4 5       “Qualified Early Retirement Age” shall mean the later of:

(i)          Age 55; or

(ii)         the date on which the Participant begins participation.

2.4 6       “Qualified Joint and Survivor Annuity” shall mean an annuity for the life of the Participant, with a survivor annuity for the life of his or her spouse in an amount equal to 50% of the amount of the annuity payable during the joint lives of the Participant and his or her spouse, and which is the amount of benefit which can be purchased by the Participant’s Accrued Benefit.

2.47       “Regular Account” shall mean the account established and maintained for each Participant for whom the Employer has allocated Regular Employer Contributions to the Trust, and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

 

 

 

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2.4 8       “Regular Employer Contribution” shall mean a Regular Contribution made by the Employer to the Trust for years prior to 1995 pursuant to Section 4.01   as in effect prior to 1995.

2.4 9       “Rollover Account” shall mean the account established and maintained for each Participant who has made a Rollover Contribution to the Trust or whose accrued benefit from another qualified plan has been transferred to this Trust in accordance with Section 5.03 of the Plan, and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2.50       “Rollover Contribution” shall mean a contribution made to the Trust pursuant to Section 5.03.

2.5 1       “Roth Elective Deferral” shall mean a Salary Reduction Contribution   that has been irrevocably designated as Roth Elective Deferral by the Participant i n his or her Salary Reduction Agreement and that is includible in the Participant’s gross income for tax purposes at the time the deferral is made pursuant to Code Section 402A and any applicable guidance or regulations issued thereunder .     Roth Elective Deferrals may be treated as Catch-Up Contributions.  Roth Elective Deferrals shall be maintained in a separate account for each Participant who has directed the Employer to make a Roth Elective Deferral to the Trust.

2.5 2       Roth Elective Deferral Account” shall mean the separate account established and maintained for each Participant who has directed the Employer to make a Roth Elective Deferral to the Trust on his or her behalf to record the contribution and withdrawal of a Participant’s Roth Elective Deferral s and other adjus tments as required by the Plan.  N o contributions other than designated Roth Elective Deferrals and d irect r ollover contributions described in Code Section 402A(c)(3) may be allocated to a Roth Elective Deferral Account .

2.53       Salary Reduction Agreement” shall mean an agreement between the Employer and an Eligible Employee as se t forth in Sections 3.01(b), 5.04 and 5.05 pursuant to which the Eligible Employee authorizes the Employer to withhold the specified whole percentage of his or her Compensation or the specified separate whole percentages of his or her salary and other Compensation for deposit to the Plan on behalf of such Eligible Employee.

2.5 4       Salary Reduction Contribution” shall mean the P re-tax Elective Deferrals and or Roth Elective Deferral s   made by the Employer to the Trust   on behalf of an Eligible Employee pursuant to a Salary R eduction A greement and in accordance with Section 5.04 and or an Automatic Contribution made by the Employer on behalf of an Eligible Participant pursuant to the Automatic Contribution Arrangement provision s of Section 5.05 .

With respect to any Plan Year th e total amount of a Participant’ s Salary Reduction Contributions is the sum of all e mployer contributions made on behalf of such Participant pursuant to a deferral under any qualified cash or deferred arrangement as

 

 

 

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described in Code Section 401(k), any Simplified Employee Pension Plan with a cash or deferred arrangement as described in Code Section 408(k)(6), any SIMPLE IRA Plan described in Code Section 408(p), any plan as described under Code Section 501(c)(18), and any Employer contributions made on behalf of a Participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a Salary Deferral Agreement.

Pre-tax Elective Deferrals or Roth Elective Deferrals shall not include any deferrals properly distributed as Excess Annual Additions.

2.5 5       “Spouse” or “spouse” means the individual person to whom a Participant is legally married for Federal tax purposes on the applicable date required by the context or as otherwise provided for in the Plan ; provided, however, that from June 26, 2013 through September 15, 2013, any reference to those terms means the individual, if any, to whom the Participant is married in a marriage that is recognized under the laws of the state of the Participant’s residence on that date .

2.5 6       “Suspense Account” shall mean the account established by the Trustee for maintaining contributions and forfeitures which have not yet been allocated to Participants.

2.5 7       “Tax Deductible Contribution Account” shall mean the account established and maintained for each Participant who has made a Tax Deductible Voluntary Contribution to the Trust, and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2.5 8       “Tax Deductible Voluntary Contribution” shall mean a contribution made to the Trust for years before 1987 and pursuant to Section 5.02 as in effect prior to 1995.

2.5 9       “Top Heavy Plan” shall mean for any Plan Year that any of the following conditions exists:

(i)          If the top heavy ratio (as defined in Article VI) for this Plan exceeds 60 percent and this Plan is not part of any required aggregation group or permissive aggregation group of plans.

(ii)         If this Plan is a part of a required aggregation group of plans (but not part of a permissive aggregation group) and the top heavy ratio for the group of plans exceeds 60 percent.

(iii)       If this Plan is a part of a required aggregation group and part of a permissive aggregation group of plans and the top heavy ratio for the permissive aggregation group exceeds 60 percent.

See Article VI for requirements and additional definitions applicable to Top Heavy Plans.

T he Match Contribution provided for in Section 4.02 may also be used to satisfy the minimum contribution requirement for a Top-Heavy Plan, provided no other

 

 

 

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contribution is made to the Plan for that Plan Year.  Further, notwithstanding anything in the Plan to the contrary, in any Plan Year in which Employer contribut ions to the Plan consist solely   of the Match Contribution provided for in Section 4.02, then such Plan will not be treated as a Top Heavy Plan and will be exempt from the top heavy requirements of Code Section 416.  Furthermore, if the Plan (but for the prior sentence) would be treated as a Top Heavy Plan because the Plan is a member of an aggregation group which is a top heavy group, then the contributions under the Plan may be taken into account in determining whether any other plan in the aggregation group meets the top heavy requirements of Code Section 416.

2.60       “Top Heavy Plan Year” shall mean that, for a particular Plan Year, the Plan is a Top Heavy Plan.

2.6 1       “Totally and Permanently Disabled” shall mean the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

In determining the nature, extent and duration of any Participant’s disability, the Plan Administrator may select a physician to examine the Participant.  The final determination of the nature, extent and duration of such disability shall be made solely by the Plan Administrator upon the basis of such evidence as he or she deems necessary and acting in accordance with uniform principles consistently applied.

2. 62       “Trustee” shall mean the bank or trust company or person or persons who shall be constituted the original trustee or trustees for the Plan and Trust created therefor, and also any and each successor trustee or trustees.

2.63       “Trust Fund” shall mean, include and consist of any payments made to the Trustee by the Employer under the Plan and Trust Indenture, or the investments thereof, together with all income and gains of every nature thereon which shall be added to the principal thereof by the Trustee, less all losses thereon and all payments therefrom.

2. 64       “Trust Indenture” or “Trust” shall mean the Trust Indenture between the Employer and the Trustee in the form annexed hereto, and any and all amendments thereof or thereto.

2. 6 5       “USERRA” shall mean the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.  Notwithstanding any provision of the Plan to the contrary, contributions, benefits, Plan loan repayment, suspensions and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

2.6 6       “Valuation Date” shall mean each day as of which the value of the Trust Fund shall be calculated.  The Plan Administrator reserves the right to change the frequency of Valuation Dates; provided , however , that in no event shall Valuation Dates occur less frequently than once each calendar quarter.

 

 

 

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2.6 7       “Voluntary After-Tax Contributions” shall mean a contribution made to the Trust for years prior to 1995 pursuant to Section 5.01 as in effect prior to 1995.

2.6 8       “Voluntary Contribution Account” shall mean the account established and maintained for each Participant who has made a Voluntary After-Tax Contribution to the Trust, and all earnings and appreciation thereon, less any withdrawals therefrom and any losses and expenses charged thereto.

2.6 9       “Year of Service” shall mean, for purposes of determining vesting under Article XIII, the twelve consecutive month period, commencing on the first day an Employee completes an Hour of Service and in which the Employee completes at least 1,000 Hours of Service.  Thereafter, for purposes of determining vesting under Article XIII, the determination of a Year of Service will commence on the anniversary of the first day the Employee completed an Hour of Service and the twelve consecutive month period that follows, provided the Employee completes at least 1,000 Hours of Service during such period.

In computing a “Year of Service” for purposes of the Plan, each twelve-month period shall be considered as completed as of the close of business on the last working day, which occurs within such period, provided that the Employee had completed at least 1,000 Hours of Service during the period ending on such date.

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Code   Section 414(u) .

AR TICLE  III

ELIGIBILITY AND PARTICIPATION

3.01        (a)           In General .  Employees who are employed by the Employer on January   1,   201 5 and who were eligible to participate in this Plan on December   31, 2014 shall be Participants in this Plan on January 1, 201 5 .

A n Employee shall be eligible to participate in this Plan upon completion of one Hour of Service, provided the Employee is then employed in an eligible class of Employees .

A n Employee shall be eligible to receive Match Contributions upon completion of one Hour of Service, provided the Employee is then employed in a n eligible class of Employees.

Notwithstanding the foregoing, the following Employees shall not be eligible to become or remain active Participants hereunder:

(i)          All Employees holding a General Agent’s Contract with the Employer or with an Affiliate;

 

 

 

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(ii)         All Employees holding a Career Agent’s or Annuity Specialist’s Contract with the Employer or with an Affiliate;

(iii)        Leased Employees within the meaning of Code Sections 414(n) and (o);

(iv)         A contractor’s employee, i.e., a person working for a company providing goods or services (including temporary employee services) to the Employer or to an Affiliate whom the Employer does not regard to be its common law employee, as evidenced by its failure to withhold taxes from his or her compensation, even if the individual is actually the Employer’s common law Employee; or

(v)          An independent contractor, i.e., a person who is classified by the Employer as an independent contractor, as evidenced by its failure to withhold taxes from his or her compensation, even if the individual is actually the Employer’s common law Employee.

Special rules for certain persons who were employed by One Beacon Insurance Group, LTD . or any business entity affiliated with One Beacon Insurance Group, LTD . immediately before being employed by the Employer are stated in Appendix A attached hereto.

Special rules for certain persons who were employed by (i) Campania Holding Company, Inc. or its direct or indirect subsidiaries; (ii) Benchmark Professional Insurance Services, Inc. or its direct or indirect subsidiaries; or (iii) Insurance Company of the West or its direct or indirect subsidiaries, immediately before being employed by the Employer are stated in Appendix B attached hereto.

Special rules for certain persons who were employed by (i) Professionals Direct, Inc. or its direct or indirect subsidiaries; (ii) Verlan Holdings, Inc. or its direct or indirect subsidiaries; or (iii) AIX Holdings, Inc. or its direct or indirect subsidiaries, immediately before being employed by the Employer are stated in Appendix C attached hereto.

(b)         Employee Participation .  On or after the date an Employee first becomes eligible to participate in the Plan, the Employee may direct the Employer to reduce his or her Compensation in order that the Employer may make Salary Reduction Contributions   to the Plan, including Catch-up Contributions, on the Employee’s behalf in accordance with Section 5.04; provided that any Eligible Participant shall be subject to the automatic enrollment and contribution provisions of Section 5.05. 

 

 

 

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3.02       Classification Changes .  In the event of a change in job classification, such that an Employee, although still in the employment of the Employer, no longer is an E ligible Employee, all contributions to be allocated on his or her behalf shall cease and any amount credited to the Employee’s Accounts on the date the Employee shall become ineligible shall continue to vest, become payable or be forfeited, as the case may be, in the same manner and to the same extent as if the Employee had remained a Participant.

If a Participan t’s Salary Reduction A greement is terminated because he or she is no longer a member of an eligible class of Employees, but the Participant has not terminated his or her employment, such Employee shall again be eligible to enter into a new Salary R eduction A greement immediately upon his or her return to an eligible class of Employees.  If such Participant terminates his or her employment with the Employer, he or she shall again be eligible to enter into a Salary Reduction A greement immediately upon his or her recommencement of service as an E ligible Employee.

In the event an Employee who is not a member of the eligible class of Employees becomes a member of the eligible class, such Employee shall be eligible to participate immediately.

3.03        Participant Cooperation .  Each eligible Employee who becomes a Participant hereunder thereby agrees to be bound by all of the terms and conditions of this Plan and Trust.

ART ICLE   IV

EMPLOYER CONTRIBUTIONS AND FORFEITURES

4.01      Salary Reduction Contributions .  The Employer shall make Salary Reduction Contributions to the Plan and Trust, including Catch-up Contributions described in Code Section 414(v), to the extent and in the manner specified in Se ctions 3.01(b), 5.04, and 5.05.

Salary Reduction Contributions, including Catch-up Contributions described in Code Section 414(v), shall be allocated , as applicable, to a Participant’s 401(k) Account and or Roth Elective Deferral Account as soon as administratively feasible after being withheld from the Participant s Compensation at the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets but  no later than the 15th business day of the month following the month in which the Salary Reduction Contributions would have otherwise been payable to the Participant.  

4.02      Match Contributions .

(a)         For each pay period during a Plan Year that a Salary Reduction Contribution is made to the Plan on behalf of a Participant, the Employer shall make a Match Contribution to the Plan on behalf of the Participant equal to 100% of such Salary Reduction Contributions that do not exceed 6% of the Participant’s Compensation for such pay period;  provided that no such Match Contribution

 

 

 

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shall be made with respect to any part or all of any such Salary Reduction Contribution   that, when added to other such Salary Reduction Contributions made to the Plan on behalf of the Participant during the Plan Year, would cause the applicable dollar amount under Code Section 402(g)(1)(B) to be exceeded for such Plan Year unless the Salary Reduction Contribution may be treated as a Catch-up Contribution that does not exceed the limitation under Code Section 402(g )(1 )(C) .  All such Match Contributions shall be made to the Match Contribution Account established for the Participant as soon after each such pay period as practicable.

The Employer shall contribute Match Contributions to the Trust Fund as soon as practicable following the end of each pay period.  Such Match Contributions shall be made in cash and shall be allocated to the Match Contributio n Account of each Participant.  Such Match Contributions shall be invested per the directions of Participants in accordance with the provisions of Article XVI .

W ithin 30 days following the end of each Plan Year, if required, the Employer shall make a “true-up” Match Contribution to the Match Contribution Account of each Participant employed by the Employer during the Plan Year, such that the total amount of Match Contributions for each Participant for the Plan Year shall be equal to 100% of the Participant’s Salary Reduction Contributions that do not exceed 6% of the Participant’s Compensation for such Plan Year (and not merely 100% of the Participant’s Salary Reduction Contributions that do not exceed 6% of the Participant’s Compensation for each pay period during the Plan Year); provided that no such Match Contribution shall be made with respect to any part or all of any such Salary Reduction Contributions that would cause the applicable dollar amount under Code Section 402(g)(1)(B) to be exceeded for such Plan Year unless the Salary Reduction Contribution can be treated as a Catch-up Contribution that does not exceed the limitation under Code Section 402(g )(1 )(C) .

(b)         T he Match Contributions made pursuant to Section 4.02(a) shall be subject to the withdrawal restrictions set forth in Code Section 401(k)(2)(B) and Treasury Re g ulation Section 1.401(k)-1(d).  Pursuant to such restrictions, such contributions (and earnings thereon) shall not be distributable earlier than severance from employment, death, disability, an event described in Code Section 401(k)(10), or the attainment of age 59½ and shall not be eligible for distribution for reasons of “financial hardship”.

4.03      Non-Elective Employer Contributions .

(a)         T he Board of Directors of the Employer may, in its discretion, determine to make a Non-Elective Employer Contribution to the Plan on behalf of the Employer for each Eligible Employee who is employed by the Employer on the last day of such Plan Year in an amount equal to a uniform percentage of each such Employee’s Compensation.  Any such contribution shall be made in

 

 

 

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cash to the Non-Elective Employer Contribution Account established for each such Eligible Employee. 

The contribution shall be made in cash.  Such contribution shall be made to the Non-Elective Employer Contribution Account to be established for each such Employee and shall be invested per the direction of the Participant in accordance with   in accordance with the provisions of Article XVI .

(b)         Notwithstanding any other provision in the Plan to the contrary and subject to compliance with applicable Code discrimination laws, rules and regulations, each Participant who was an Employee on December 31, 2014, has been continuously employed from December 31, 2014 through March 2, 2015 and who earned Compensation during the Plan Year ended December 31, 2014, shall receive an Employer paid contribution of $500.00, whether or not such Employee has elected to make Salary Reduction Contributions to the Plan during such continuous period of employment.  This Employer contribution shall be made in cash to the Non-Elective Employer Contribution Account established for any such eligible Participant on or as soon after March 2, 2015 as is practicable and shall be invested per the direction of the Participant in accordance with the provisions of Article XVI .

4.04      Minimum Employer Contribution for Top Heavy Plan Years .

(a)         Minimum Allocation for Non-Key Employees .  Notwithstanding anything in the Plan to the contrary except (b) through (e) below, for any Top Heavy Plan Year Employer Contributions allocated to the Accounts of each Non-Key Employee Participant shall be equal to at least three percent of such Non-Key Employee’s Compensation (as defined for purposes of Article VII as limited by Code Section 401(a)(17)) for the Plan Year.  However, should the Employer Contributions allocated to the Accounts of each Key Employee for such Top Heavy Plan Year be less than three percent of each Key Employee’s Compensation, the Employer Contribution allocated to the Accounts of each Non-Key Employee shall be equal to the largest percentage allocated to Accounts of a Key Employee.  The preceding sentence shall not apply if this Plan is required to be included in an aggregation group (as described in Code Section 416 ) if such plan enables a defined benefit plan required to be included in such group to meet the requirements of Code Section 401(a)(4) or 410.  For purposes of determining the percentage of Employer Contributions allocated to the Accounts of Key Employees, Salary Reduction Contributions   made on their behalf shall be counted and be considered to be Employer Contributions.  However, in determining whether a minimum Employer Contribution has been made to a Non-Key Employee’s Accounts, Salary Reduction Contributions made on his or her behalf shall be excluded and not considered.

(b)         For purposes of the minimum allocations set forth above, the percentage allocated to the Accounts of any Key Employee shall be equal to the ratio of the sum of the Employer Contributions allocated on behalf of such Key

 

 

 

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Employee divided by the Employee’s Compensation for the Plan Year (as defined for purposes of Article VII), not in excess of the applicable c ompensation dollar limitation imposed by Code Section 401(a)(17).

(c)         For any Top Heavy Plan Year, the minimum allocations set forth above shall be allocated to the Accounts of all Non-Key Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Non-Key Employee Participants who have failed to complete a Year of Service.

(d)         Notwithstanding anything herein to the contrary, in any Plan Year in which a Non-Key Employee is a Participant in both this Plan and a defined benefit pension plan included in a Required or Permissive Group of Top Heavy Plans, the Employer shall not be required to provide a Non-Key Employee with both the full separate minimum defined benefit plan benefit and the full separate minimum defined Contribution plan allocation described in this Section.  Therefore, if the Employer maintains such a defined benefit and defined contribution plan, the top-heavy minimum benefits shall be provided as follows:

(i)          If a Non-Key Employee is a p articipant in such defined benefit plan but is not a Participant in this defined contribution plan, the minimum benefits provided for Non-Key Employees in the defined benefit plan shall be provided to th e E mployee if the defined benefit plan is a Top Heavy Plan and the minimum contributions described in this Section 4.04 shall not be provided.

(ii)         If a Non-Key Employee is a p articipant in such defined benefit plan and is also a Participant in this defined contribution plan, the minimum benefits for Non-Key Employee p articipant s in Top Heavy Plans provided in the defined benefit plan shall not be applicable to any such Non-Key Employee who receives contributions and forfeitures equal to 5% of his or her compensation in this P lan .

Notwithstanding anything herein to the contrary, no minimum contribution will be required under this Plan (or the minimum contribution under this Plan will be reduced, as the case may be) for any Plan Year if the Employer maintains another qualified defined contribution plan under which a minimum contribution is being made for such year for the Participant in accordance with Code   Section 416 .  

(e)         The minimum allocation required under this Section 4.04 (to the extent required to be nonforfeitable under Code Section 416(b) ) may not be forfeited under Code Sections 411(a)(3)(B) or 411(a)(3)(D).

4.05      Contributions under USERRA .  For Plan Years beginning on and after January 1, 2008, the Employer shall also make Match Contributions, Top-Heavy minimum

 

 

 

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contributions and any other Employer contribution for the benefit of Participants who are covered by USERRA.  Match Contributions under USERRA shall be made in the Plan Year for which the Participant exercises his or her right to make-up elective deferrals contributions (Salary Reduction Contributions) for prior years.  Top-Heavy minimum contributions and other Employer contributions for USERRA protected s ervice shall be made during the Plan Year in which the individual returns to employment with the Employer.  Employer contributions required under USERRA are not increased or decreased with respect to Plan investment earnings for the period to which such contributions relate.  The Employer’s contribution for any Plan Year shall be subject to the limitations on allocations contained in Article VII.

4.06      Application of Forfeitures.  Amounts forfeited during a Plan Year shall be used to reduce Match Contributions for that Plan Year and each succeeding Plan Year, if necessary.

4.07      Limitations upon Employer Contributions .  In no event shall the Employer contribution for any Plan Year exceed the maximum allowable under Code Sections 404 and 415 or any similar or subsequent provision.

4.08       Payment of Contributions to Trustee .  The Employer shall make payment of all contributions, including Participant contributions, which shall be remitted to the Employer by payroll deduction or otherwise, directly to the Trustee in accordance with this Article IV but subject to Section 4.09.

4.09       Receipt of Contributions by Trustee .  The Trustee shall accept and hold under the Trust such contributions of money, or other property approved by the Employer for acceptance by the Trustee, on behalf of the Employer and Participants as it may receive from time to time from the Employer.  All such contributions shall be accompanied by written instructions from the Employer accounting for the manner in which they are to be credited and specifying the appropriate Participant Account to which they are to be allocated.

 

AR TICLE V

EMPLOYEE CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

5.01       Voluntary After-Tax Contributions .  For Plan Years beginning prior to January   1,   1995, a Participant could contribute Voluntary After-Tax Contributions to the Plan and Trust in each Plan Year during which he or she was a Plan Participant in amounts as determined under the Plan in effect prior to 1995.

The Plan shall separately account for: (i) pre-1987 Voluntary After-Tax Contributions; (ii) investment income attributable to pre-1987 Voluntary After-Tax Contributions; and (iii) post-1986 Voluntary After-Tax Contributions and income attributable to such contributions.

 

 

 

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5.02       Tax Deductible Voluntary Contributions .  The Plan Administrator will not accept Tax Deductible Voluntary Contributions made for years after 1986.  Such contributions made for years prior to that date will be maintained in a separate account which will be nonforfeitable at all times, and which shall include gains and losses in accordance with Section 8.02.

5.03       Rollover Contributions .  With the consent of the Plan Administrator, the Trustee may accept funds transferred from other pension, profit sharing or stock bonus plans qualified under Section 401(a) of the Internal Revenue Code or Rollover Contributions, provided that the plan from which such funds are transferred permits the transfer to be made.

In the event of a transfer or Rollover Contribution to this Plan, the Plan Administrator shall maintain a 100% vested and nonforfeitable account for the amount transferred and its share of the Trust Fund’s accretions or losses, to be known as the Participant’s Rollover Account.  Transferred and Rollover Contributions shall be separately accounted for.

“Rollover Contribution” means any rollover contribution described in Code Sections 402(c)(4),   403(a)(4), 403(b)(8), 408(d)(3) or 457(e)(16).

An Employee who makes a contribution to the Plan described in this Section shall become a Plan Participant on the date the Trustee accepts the contribution.  However, no Employer Contributions will be made on behalf of such Employee, nor will the Employee be eligible to direct the Employer to make Salary Reduction Contributions on his or her behalf, until the Employee satisfies the Plan eligibility requirements for such contributions set forth in Article III.

T he Trustee shall no t accept funds transferred from plans qualified under Code Section 401(a) unless the transferor plan is maintained by the Employer or by an Affiliate .   Notwithstanding the foregoing the Trustee shall not accept funds transferred from any such plan, which would otherwise provide for a life annuity for m of payment to the Participant

T he Plan shall accept a d irect r ollover from another Roth Elective Deferral Account under a retirement plan as described in Code Section 402A(e)(1) in accordance with such uniform administrative procedures as the Plan Administrator shall establish .     Notwithstanding the foregoing sente nce, an in-plan R oth rollover shall not be permitted under this Plan.  Any rollover of “designated Roth contributions” , as defined in Subsection 6.01(e), shall be subject to the requirements of Code Section 402(c).   To the extent the Plan accepts Rollover Contributions of designated Roth contributions, the Plan will separately account for such contributions, including separate accounting for the portion of the Rollover Contribution that is includible in gross income and the portion that is not includible in gross income, if applicable.  If the Plan accepts a direct rollover of designated Roth contributions, the Trustee and the Plan Administrator shall be entitled to rely on a statement from the distributing plan s administrator identifying (i) the Eligible Employee s basis in the rolled over amounts and (ii) the date on which

 

 

 

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the Eligible Employee s 5-taxable-year period of participation (as required under Code Section 402A(d)(2) for a qualified distribution of designated Roth contributions) started under the distributing plan.  If the 5-taxable-year period of participation under the distributing plan would end sooner than the Eligible Employee s 5-taxable-year period of participation under the Plan, the 5-taxable-year period of participation applicable under the distributing plan shall continue to apply with respect to the Rollover Contribution.

5.04       Salary Reduction Contributions .

(a)             An Eligible Employee or Eligible Participant may enter into a Salary Reduction Agreement with the Employer authorizing the Employer to withhold a portion of his or her Compensation in order to make Salary Reduction Contributions to the Plan, including Catch-up Contributions.  The Salary Reduction Agreement shall be in such form as the Plan Administrator shall approve (including, if applicable by such means as telephonic communication or electronic media).  Each Eligible Employee or Eligible Participant who enters into a Salary Reduction Agreement shall specify a whole percentage of his or her Compensation or separate whole percentages of his or her salary and other Compensation   to be withheld by the Employer and deposited to the Plan on his or her behalf.  Each Salary Reduction Agreement shall become effective as soon after the Eligible Employee or Eligible Participant has entered into the Salary Reduction Agreement as is administratively feasible.  E xcept for occasional, bona fide administrative considerations, Salary Reduction Contributions made pursuant to a Salary Reduction Agreement cannot precede the earlier of (1) the performance of services relating to the contribution and (2) when the Compensation that is subject to the election would be currently available to the Participant in the absence of an election to defer.

Any such Salary Reduction Contribution shall be credited to the Participant’s 401(k) Account or Roth Elective Deferral account, whichever is applicable. A Participant may terminate deferrals at any time.  A Participant may elect at any time to change or discontinue his or her Salary Reduction A greement upon notice in accordance with uniform and nondiscriminatory procedures as the Plan Administrator shall adopt and communicate to the Participants A ny such election will be effective as soon as practicable following the receipt of the notification by the Plan Administrator or its delegate in accordance with uniform and nondiscriminatory procedures established and communicated to the Participants.  The Plan Administrator may amend or terminate said agreement on notice to the affected Participant, if required to maintain the qualified status of the Plan.

(b)         Make-up Elective Deferrals under USERRA A   Participant who has the right to make-up elective deferrals (Salary Reduction Contributions) under USERRA shall be permitted to increase his or her elective deferral with respect to a make-up year without regard to any provision limiting contributions for such Plan Year.  Make-up contributions shall be limited to the maximum

 

 

 

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amount permitted under the Plan and the statutory limitations applicable with respect to the make-up year.  Employee-related make-up contributions must be made within the time period beginning on the date of reemployment and continuing for the lesser of five (5) years or three (3) times the period of military service.

5.05       Qualified Automatic Contribution Arrangement (“QACA”) .

(a)         Effective Date of the QACA Effective for Plan Years beginning on or after January 1, 2009, the provisions of this Section 5.05 shall apply to each Participant subject to the QACA and the Employer will provide the   Match Contribution specified in Section 4.02.  This Section 5.05 supersedes any State (or Commonwealth) law that would directly or indirectly prohibit or restrict the inclusion of an automatic contribution arrangement in the Plan, pursuant to ERISA Section 514(e)(1) and Department of Labor Regulation Section 2550.404c–5(f) .

(b)         Participants Subject to the QACA .  The following Eligible Employees shall be Eligible Participants subject to the Automatic Contribution Arrangement:

(i)          Each Employee who becomes eligible to participate in the Plan on and after January 1, 2009 and is eligible to make a Salary Reduction Contribut ion.

(ii)         Each Employee who became eligible to participate in the Plan prior to January 1, 2009 and who is eligible to participate in the Plan on January 1, 2009, except any such Participant who had in effect a Salary Reduction Agreement on such date (regardless of the amount of the Salary Reduction Contribution affirmatively elected under the agreement).

(c)         Automatic Contribution Arrangement .

(i)          Automatic Contributions .  Except as provided in Section 5.05(d), an Eligible Participant will be treated as having elected to direct the Employer to reduce his or her Compensation in order that the Employer may make P re-tax Elective Deferrals to the Plan equal to the following uniform percentages of Compensation:

A.          Initial Period .  An Eligible Participant will be treated as having elected to have the Employer make P re-tax Elective Deferrals to the Plan in an amount equal to 3% of his or her Compensation during the initial period.  For this purpose, the initial period begins when the Employee is first subject to the Automatic Contributions default election under this Section 5.05(c)(i) and ends on the last day of the following Plan Year.

 

 

 

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B.          Subsequent Plan Years .  For the three Plan Years immediately following the initial period, an Eligible Participant will be treated as having elected to have the Employer make P re-tax Elective Deferrals to the Plan in the amounts equal to 4%, 5% and 6% respectively, of his or her Compensation.  For all Plan Years thereafter, an Eligible Participant will be treated as having elected to have the Employer make P re-tax Elective Deferrals to the Plan in the amounts equal to 6% of his or her Compensation.

C.          Treatment of Rehires .  The default percentages of Compensation stated above for the purposes of the Automatic Contributions are based on the date the initial period begins, regardless of whether the Employee continues to be eligible to make P re-tax Elective Deferrals under the Plan after that date. Thus, the applicable percentage is generally determined based on the number of years since an Automatic Contribution was first made on behalf of an Eligible Participant.  However, if Automatic Contributions are not made on behalf of an Eligible Participant for an entire Plan Year (e.g., due to termination of employment), such Eligible Participant shall be treated as having a new initial period for determining the default percentage of Compensation stated above (if Automatic Contributions are to recommence with respect to the Eligible Participant), regardless of what minimum percentage would otherwise apply to that Eligible Participant.

(ii)         Effective Date of Automatic Contributions .  The effective date of the first Automatic Contribution provided for in paragraph (i) above, will be as soon after an Eligible Participant becomes subject to the QACA as is practicable, consistent with (a) applicable law, and (b) the objective of affording the Eligible Participant a reasonable period of time after receipt of the notice to make an Affirmative Election (and, an investment election).  However, in no event will the Automatic Contribution be effective later than the earlier of (a) the pay date for the second payroll period that begins after the date the QACA safe harbor not ice (described in Section 5.05(e )) is provided to the Eligible Participant, or (b) the first pay date that occurs at least 30 days after the QACA safe harbor notice is provided to the Eligible Participant.

(d)         Rules Related to Automatic Contributions .

(i)          Affirmative Election to Override Automatic Contributions .  An Eligible Participant will have a reasonable period of time after receipt of the notice to make an Affirmative Election (and, an investment election).  The Automatic Contributions provided for in Section 5. 0 5(c) shall cease with respect to an Eligible Participant as soon as administratively feasible after the Eligible Participant makes an Affirmative Election.  An Eligible Participant’s Affirmative Election will not expire, but will

 

 

 

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remain in force until changed by the Eligible Participant.  An Eligible Participant need not execute a subsequent or new Affirmative Election in order to have the prior or old Affirmative Election apply to override the Automatic Contributions provided for in Section 5.05(c) in any subsequent Plan Year.  Any subsequent change to an Eligible Participant’s Affirmative Election will be made in accordance with Section 5.04 relating to a Participant’s right to elect at any time to change or discontinue his or her Salary Reduction A greement.

(ii)         Applying Statutory Limits to Automatic Contributions . The Automatic Contributions provided for in Section 5.05(c) shall be limited each Plan Year so as not to exceed the limits of Code Sections 401(a)(17), 402(g) (1) , or 415.

(iii)        No Automatic Contributions during Hardship Suspension .  No Automatic Contributions provided in Section 5.05(c) shall apply during the six-month period of suspension, under Section 11.02, of a Participant’s right to make Salary Reduction Contributions to the Plan following a distribution for “financial hardship”.

(e)         Default Investment .  If an Eligible Participant does not direct the investme nt of the assets in his or her A ccount, including the Automatic Contributions and Match Contributions related thereto, then such assets will be invested in a Qualified Default Investment Alternative as provided for in Section 16.03.

(f)         Notice Requirements for QACA Safe Harbor .  The notice requirement is satisfied if each Eligible Participant is given an annual notice of the his or her rights and obligations under the Plan and the notice provided satisfies the content requirement and the timing requirement as follows:

(i)          The notice shall be sufficiently accurate and comprehensive to inform the Eligible Participant of the Eligible Participant’s rights and obligations under the Plan and written in a manner calculated to be understood by the average Eligible Participant. The notice shall accurately describe:  (1) the Match Contribution formula stated in Section 4.02; (2) any other contributions under the Plan and the conditions under which such contributions are made; (3) the type and amount of Compensation that may be deferred under the Plan; (4) how to make cash or deferred elections, including any administrative requirements that apply to such elections; (5) the periods available under the Plan for making cash or deferred elections; (6) withdrawal and vesting provisions applicable to contributions under the Plan; and (7) information that makes it easy to obtain additional information about the Plan; provided that the notice requirement with respect to the information described in items (2), (3), and (4) may be satisfied by cross-reference to the applicable sections  of the Plan’s summary plan description.  In addition, the notice shall accurately describe:  (1) the

 

 

 

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Automatic Contributions that will be made on behalf of the Eligible Participant in the absence of an Affirmative Election; (2) the Eligible Participant’s right to elect not to have the Automatic Contributions made on his or her behalf (or to elect to have Salary Reduction Contributions   made in a percentage of Compensation different than that which is provided for in Section 5.05(c), at the percentage of Compensation specified in his or her Salary Reduction A greement); and (3) how contributions made under the Automatic Contribution Arrangement will be invested in the absence of any investment elect ion by the Eligible Participant .  After receipt of the notice described in this paragraph, any Eligible Participant to whom the Automatic Contribution Arrangement relates must have a reasonable period of time before the first Automatic Contribution is made to exercise the rights set forth within the notice including, but not limited to, executing an Affirmative Election to override the Automatic Contributions provided for in Section 5.05(c).

(ii)         If the notice is provided to Eligible Participants within a reasonable period before the beginning of each Plan Year (or in the Plan Year an Employee becomes eligible , within a reasonable period before the Employee becomes eligible), the Plan shall satisfy the notice requirements.  Notwithstanding the foregoing general rule, a notice shall be deemed to have been provided in timely manner if the notice is provided to each Employee who is eligible to participate in the Plan for the Plan Year at least thirty (30) days but no more than ninety (90) days before the beginning of the Plan Year.  If an Employee does not receive the notice because he or she only becomes eligible to participate in the Plan after the ninetieth day before the beginning of the Plan Year, the requirement to give the notice will be satisfied if the notice is provided not more than ninety (90) days before the Employee becomes eligible to participate in the Plan, but in no event later than the date the Employee becomes eligible to participate in the Plan.

(iii)        E ach Eligible Participant may make or modify a deferral election during the thirty (30) day period immediately following receipt of the notice described above , as provided for in Section 5.04 .

(iv)         The Plan may provide the notice in writing or by electronic means.  If provided electronically, the notice must be no less understandable than a written paper document and at the time of delivery of the electronic notice, the Employee is advised that he or she may request to receive the notice in writing at no additional charge.

 

 

 

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AR TICLE VI

PROVISIONS APPLICABLE TO TOP HEAVY PLANS

6.01       In G eneral .  For any Top Heavy Plan Year, the Plan shall provide the minimum contribution for Non-Key Employees described in Section 4.04.

If the Plan is or becomes a Top Heavy Plan, the provisions of this Article will supersede any conflicting provisions in the Plan.

6.02       Determination of Top Heavy Status .

(a)         This Plan shall be a Top Heavy Plan for any Plan Year if any of the following conditions exists:

(i)          If the top heavy ratio for this Plan exceeds 60 percent and this Plan is not part of any required aggregation group or permissive aggregation group of plans.

(ii)         If this Plan is a part of a required aggregation group of plans but not part of a permissive aggregation group and the top heavy ratio for the group of plans exceeds 60 percent.

(iii)        If this Plan is a part of a required aggregation group and part of a permissive aggregation group of plans and the top heavy ratio for the permissive aggregation group exceeds 60 percent.

(b)         The Plan top heavy ratio shall be determined as follows:

(i)          Defined Contribution Plans Only: If the Employer maintains one or more defined contribution plans (including any Simplified Employee Pension Plan, as defined in Code Section 408(k)) and the Employer has not maintained any defined benefit plan which during the 5 -year period ending on the determination date(s) has or has had accrued benefits, the top-heavy ratio for this Plan alone or for the required or permissive aggregation group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the determination date (s) (including any part of any account balance distributed in the 1-year period end ing on the determination date (s) (5-year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability) , and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the 1-year period ending on the determination date (s)) (5-year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability ) , both computed in accordance with Code Section 416 and the

 

 

 

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r egulations thereunder.  Both the numerator and denominator of the top-heavy ratio are increased to reflect any contribution not actually made as of the determination date, but which is required to be taken into account on that date under Code Section 416 and the r egulations thereunder.

(ii)         Defined Contribution and Defined Benefit Plans: If the Employer maintains one or more defined contribution plans (including any Simplified Employee Pension Plan) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period e nding on the determination date(s) has or has had any accrued benefits, the top-heavy ratio for any required or permissive aggregation group, as appropriate, is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the determination date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all Participants, determined in accordance with (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all Participants as of the determination date(s), all determined in accordance with Code Section 416 and the r egulations thereunder.  The accrued benefits under a defined benefit plan in both the numerator and denominator of the top-heavy ratio are increased for any distribution of an accrued benefit made in the 1-year period ending on the determination date (s) (5-year period ending on the determination date in the case of a distribution made for a reason other than severance from employment, death or disability) .

(iii)        Determination of Values of Account Balances and Accrued Benefits: For purposes of (i) and (ii) above the value of Account balances and the present value of Accrued Benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the determination date, except as provided in Code Section 416 and the r egulations thereunder for the first and second plan years of a defined benefit plan.  The account balances and accrued benefits of a Participant (1) who is not a Key Employee but who was Key Employee in a prior year, or (2) who has not had at least one Hour of Service with the Employer at any time during the 1-year period ending on the determination date will be disregarded.  The calculation of the top-heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code Section 416 and the r egulations thereunder.  Tax Deductible Voluntary Employee contributions will not be taken into account for purposes of computing the top-heavy ratio.  When aggregating plans the value of

 

 

 

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account balances and accrued benefits will be calculated with reference to the determination dates that fall within the same calendar year.

The Accrued Benefit of a Participant other than a Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer; or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(l)(C).

(c)         Permissive aggregation group: The required aggregation group of plans plus any other plan or plans of the Employer which, when considered as a group with the required aggregation group, would continue to satisfy the requirements of Code Section s 401(a)(4) and 410.

(d)         Required aggregation group: (i) Each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the Plan has terminated), and (ii) any other qualified plan of the Employer which enables a plan described in (i) to meet the requirements of   Code Section 401(a)(4) or 410.

(e)         Determination date: The last day of the preceding Plan Year.

(f)         Present Value: Present value shall be based on the 1971 Group Annuity Table, unprojected for post-retirement mortality, with no assumption for pre-retirement withdrawal and interest at the rate of 5% per annum.

 

ART ICLE VII

LIMITATIONS ON ALLOCATIONS

(See Sections 7.1 2 -7.1 6 for definitions applicable to this Article VII).

7.01       If the Participant does not participate in, and has never participated in another qualified plan, a welfare benefit fund (as defined in Code Section 419(e)), an individual medical account (as defined in Code Section 415(l)(2)) or a simplified employee pension (as defined in Code Section 408(k)), maintained by the Employer, the amount of Annual Additions which may be credited to the Participant’s Accounts for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan.  If the Employer contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.

 

 

 

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7.02       Prior to determining the Participant’s actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant’s annual Compensation for the Limitation Year, uniformly determined for all Participants similarly situated.

7.03       As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.

7.04       Excess Annual Additions . Notwithstanding any provision of the Plan to the contrary, if the Annual Additions (within the meaning of Code Section 415) are exceeded for any Participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 200 8 - 50 or any superseding guidance, including, but not limited to, the preamble of the Final Treasury Regulations under Code Section 415.

7.05       (a)         Aggregation and Disaggregation of Plans . Sections 7.0 6 through 7.1 1 apply if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan, a welfare benefit fund, an individual medical account or a simplified employee pension maintained by the Employer during any Limitation Year. The term “Employer” for this purpose means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code Sections 414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code Section 415(h), and shall take into account tax-exempt organizations under Treasury Regulation Section 1.414(c)-5, as modified by Treasury Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(i)               A former Employer is a “predecessor employer” with respect to a Participant in a plan maintained by an Employer if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Treasury Regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

(ii)         With respect to an Employer of a Participant, a former entity that antedates the Employer is a “predecessor employer” with respect to the

 

 

 

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Participant if, under the facts and circumstances, the employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(b)         Break-Up of an Affiliate Employer or an Affiliated Service Group . For purposes of aggregating plans for Code Section 415, a “formerly affiliated plan” of an employer is taken into account for purposes of applying the Code Section 415 limitations to the Employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the “cessation of affiliation.”   For purposes of this paragraph, a “formerly affiliated plan” of an Employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) ) , and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) ) . For purposes of this paragraph, a “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Treasury Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(c)         Midyear Aggregation . Two or more defined contribution plans that are not required to be aggregated pursuant to Code Section 415(f) and the r egulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code Section 415 with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no A nnual A dditions are credited to the Participant’s Account after the date on which the plans are required to be aggregated.

7.06       The Annual Additions which may be credited to a Participant’s Accounts under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a Participant’s Account under the other plans, welfare benefit funds, individual medical accounts and simplified employee pensions for the same Limitation Year.  If the Annual Additions with respect to the Participant under other defined contribution plans, welfare benefit funds, individual medical accounts and simplified employee pensions maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant’s Accounts under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount.  If the Annual Additions with respect to the

 

 

 

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Participant under such other defined contribution plans, welfare benefit funds, individual medical accounts and simplified employee pensions in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Accounts under this Plan for the Limitation Year.

7.07       Prior to determining the Participant’s actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount in the manner described in Section 7.02.

7.08       As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.

7.09       If, pursuant to Section 7.0 8 , or as a result of the allocation of forfeitures, a Participant’s Annual Additions under this Plan and such other plans would result in an Excess Amount for a Limitation Year, the Excess Amount will be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a simplified employee pension will be deemed to have been allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless of the actual allocation date.

7.10       If an Excess Amount was allocated to a Participant on an allocation date of this Plan which coincides with an allocation date of another plan, the Excess Amount attributed to this Plan will be the product of:

(i)       the total Excess Amount allocated as of such date, times

(ii)      the ratio of (A) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (B) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other qualified defined contribution plans.

7.11       Any Excess Amount attributed to this Plan will be disposed of in the manner described in Section 7.04.

(Sections 7.12 - 7.16 are definitions used in this Article VII).

7.12       Annual Additions .  The sum of the following amounts credited to a Participant’s Accounts for the Limitation Year except as otherwise provided below .

(i)        Employer contributions (including Salary Reduction Contributions) ;

(ii)       Employee contributions;

(iii)     forfeitures; and

(iv)      allocations under a simplified employee pension.

 

 

 

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Employee and Employer make-up contributions under USERRA received during the current Limitation Year shall be treated as Annual Additions with respect to the Limitation Year to which the make-up contributions are attributable.

For this purpose, any Excess Amount applied under Section   7. 1 1 in the Limitation Year to reduce Employer contributions will be considered Annual Additions for such Limitation Year.

Amounts allocated to an individual medical account, as defined in Code Section 415(l)(2), which is part of a defined benefit pension plan maintained b y the Employer, are treated as Annual A dditions to a defined contribution plan.  Also, amounts derived from contributions paid or accrued, which are attributable to post-retirement medical benefits allocated to the separate account of a Key Employee, as defined in Code Section 419(A)(d)(3), or under a welfare benefit fund, as defined in Code Section 419(e), maintained b y the Employer, are treated as Annual A dditions to a defined contribution plan.

Restorative Payments . Annual A dditions shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where Participant s who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the Plan’s losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered Annual Additions.

Other Amounts . Annual Additions shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code Section 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a Participant from the Plan; (4) Catch-up Contributions; and (5) Repayments of amounts described in Code Section 411(a)(7)(B) (in accordance with Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D), as well as Employer restorations of benefits that are required pursuant to such repayments, as provide d for in Section 13.11.

7.13       Defined Contribution Dollar Limitation .  $53 ,000 (in 2015) as   adjusted for increases in the cost of living in accordance with Code Section 415(d).

 

 

 

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7.14       Employer .  For purposes of this Article, Employer shall mean the Employer that adopts this P lan and all members of a controlled group of corporations (as defined in Code Section 414(b) as modified by Section 415(h)), all trades or business under common control (as defined in Code Section 414(c) as modified by Code Section 415(h)), or all members of an affiliated service group (as defined in Code Section 414(m)) of which the Employer is a part, and any other entity required to be aggregated with the Employer pursuant to Code Section 414(o)   and the regulations thereunder .

7.15       Excess Amount .  The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.

7.16       Maximum Permissible Amount .  The maximum Annual Addition that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of:

(i)          the Defined Contribution Dollar Limitation; or

(ii)         100 percent of the Participant’s Compensation for the Limitation Year.

The Compensation limitation referred to in (ii) shall not apply to any contribution for medical benefits (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition under Code Section 415(c)(1) or 419A(d)(2).

If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the maximum permissible amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:

Number of months in the short Limitation Year

12

ARTI CLE VIII

PARTICIPANT ACCOUNTS AND VALUATION OF ASSETS

8.01       Participant Accounts The Plan Administrator or its agent shall establish a separate recordkeeping account for each Participant showing the fair market val ue of his or her Plan benefits.  Each Participant s account may be separated for recordkeeping   purposes into the following sub-accounts:   401(k) Account, Roth Elective Deferral Account, Match Contribution Account, Non-Elective Employer Contribution Account, Regular Account, Rollover Account, Tax Deductible Contribution Account and Voluntary Contribution Account and such other accounts as the Plan Administrator shall deem appropriate for each Participant to account for the Participant’s Accrued Benefit.  All contributions by or on behalf of a Participant shall be deposited to the appropriate Account.

 

 

 

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The Plan Administrator shall instruct the Trustee to credit all appropriate amounts to each Participant’s Accounts.  The Plan Administrator shall keep records, which shall include the Account balances of each Participant.

8.02       Valuation of Trust Fund .  As of each Valuation Date the Trustee shall determine (or cause to be determined) the net worth of the assets of the Trust Fund and report such value to the Plan Administrator in writing.  In determining such net worth, the Trustee shall evaluate the assets of the Trust Fund at their fair market value as of such Valuation Date.  In making any such valuation of the Trust Fund, the Trustee shall not include any contributions made by the Employer, which have not been allocated to Participant Accounts prior to such Valuation Date.

AR TICLE IX

401(k) ALLOCATION LIMITATIONS

9.01       Average Actual Deferral Percentage Tests This Plan will be treated as meeting the actual deferral percentage test set forth in Code Section 401(k)(3)(A)(ii) in each Plan Year with respect to which the Qualified Automatic Contribution Arrangement provisions of this Plan remain in effect.

9.02       Maximum Salary Reduction Contributions .  No Employee shall be permitted to have Salary Reduction Contributions made under this Plan, other than Catch-up Contributions, during a ny calendar year in excess of the applicable dollar amount under Co de Section 402(g) .

9.03       Participant Excess Elective Deferral Claims .  Participants under other plans described in Code Sections 401(k), 408(k) or 403(b) may submit a claim to the Plan Administrator specifying the amount of their Excess Elective Deferral.  Such claim shall: (i) be in writing; (ii) be submitted no later than March 1 of the year after the Excess Elective Deferral was made; and (iii) state that such amount, when added to amounts deferred under other plans described in Code Sections 401( k), 408(k) or 403(b), exceeds the applicable dollar amount under Code Section 402(g)).

9.04       Distribution of Excess Elective Deferrals .  Excess Elective Deferrals adjusted for allocable income (gain or loss), but NOT including an y adjustment for income or loss for the period between the end of the Plan Year and the date of the distribution (the “gap period”) shall be distributed to the affected Participant no later than the April 15 th   date following the calendar year in which such Excess Elective Deferrals were made.  

The Plan Administrator may use any reasonable method for computing the income or loss allocable to Excess Elective Deferrals , provided that the method do es not violate Code S ection 401(a)(4), is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan in allocating income to Participant’s Accounts.  A Plan will not fail to use a reasonable method for computing the income or loss allocable to Excess Elective Deferrals merely because

 

 

 

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the income allocable to Excess Elective Deferrals determined on a date that is no more than seven (7) days before the distribution.

The Plan Administrator may adopt a uniform written administrative policy that permits a Participant (including a Highly Compensated Employee) who has made Salary Reduction C ontributions for a year where such contributions include both pre-tax Elective Deferrals and Roth Elective Deferrals to elect whether the Excess Elective Defe rrals, are to be attributed to P re-tax Elective Deferrals or Roth Elective Deferrals or a combination of the two.   In the event that no such administrative policy is adopted, Excess Elective Deferrals will be first attributed to P re-tax Elective Deferrals, and if such pre-tax contributions are not in an amount sufficient to make full correction, will then be attributed to Roth Elective Deferrals.

No distribution of an Excess Elective Deferral shall be made unless the correcting distribution is made after the date on which the Plan received the Excess Elective Deferral and both the Participant and the Plan designates the distribution as a distribution of an Excess Elective Deferral.

Notwithstanding any provision of this Plan to the contrary, any Match Contributions plus earnings that are attributable to any Excess Elective Deferrals that have been refunded shall be forfeited.  All such forfeitures shall be treated as arising in the Plan Year after that in which the refunded Excess Elective Deferrals were made and shall be used to reduce future Employer Match Contributions.

9.05       Operation in Accordance With Regulations .  The determination and treatment of Excess Elective D eferrals shall be made in accordance with such additional requirements as may be prescribed by the Secretary of the Treasury.

ART ICLE X

401(m) ALLOCATION LIMITATIONS

10.01      Average Contribution Percentage Tests This Plan will be treated as meeting the actual contribution percentage test set forth in Code Section 401(m)(2) in each Plan Year with respect to which the Qualified Automatic Contribution Arrangement provisions of this Plan remain in effect.

AR TICLE XI

IN-SERVICE WITHDRAWALS

11.01     Withdrawals from Tax Deductible Contribution or Voluntary Contribution Accounts .  A Participant shall have the right at any time to request the Plan Administrator for a withdrawal in cash of amounts in his or her Tax Deductible Contribution Account or Voluntary Contribution Account.

11.02     Withdrawals from Match Contribution, 401(k) Account, Roth Elective Deferral Account, and Non-Elective Employer Contribution Accounts .  At any time after a

 

 

 

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Participant attains Age 59½ or is Totally and Permanently Disabled, a Participant shall have the right to request the Plan Administrator for a w ithdrawal in cash of amounts from the vested portion of his or her Match Contribution Account , 401(k) Account ,   or Roth Elective Deferral Account A Participant who has attained age 59 ½ or is Totally and Permanently Disabled may also withdraw any part or all of the vested portion of his or her Non-Elective Employer Contribution Account. 

A Participant who is an Employee shall have the right at any time to request the Plan Administrator for a withdrawal in cash of his or her Salary Reduction Contributions and 401(k) Employer Contributions made by the Employer to the Plan on his or her behalf , with earnings accrued thereon as of December 31, 1988 for “financial hardship”.

The Plan Administrator shall determine whether an event constitutes a financial hardship as provided for in this Section Any s uch determination shall be based upon non-discriminatory rules and procedures, which shall be conclusive and binding upon all persons.   The amount of a distribution based upon “financial hardship,” less any income and penalty taxes, shall not exceed the amount required to meet the immediate financial need created by the hardship and not reasonably available from other resources of the Employee .

In determining whether a hardship distribution is permissible the following special rules shall apply:

(i)          The following are the only financial needs considered immediate and heavy:

A.          Expenses incurred or necessary for medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income) of the Employee , his or her spouse, children and other dependents;

B.          The cost directly related to the purchase (excluding mortgage payments) of the principal residence of the Employee ;

C.          Payment of tuition and related educational expenses (including but not limited to expenses associated with room and board) for up to the next twelve (12) months of post-secondary education for the Employee , his or her spouse, children or other dependents as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B);

D.          The need to prevent eviction of the Employee ,   from, or a foreclosure on the mortgage of, the Employee’s principal residence;

 

 

 

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E.          P ayments for burial or funeral expenses for the Employee’s   deceased pare nt, spouse, child or dependent as defined in Code Section 152 without regard to Code Section 152(d)(1)(B); or

F.          E xpenses for the repair of damage to the Employee’s   principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

(ii)         A distribution will be considered as necessary to satisfy an immediate and heavy financial need of the Employee only if:

A.          The Employee has obtained all distributions, other than hardship distributions, and all nontaxable loans under all plans maintained by the Employer;

B.          All plans maintained by the Employer provide that the Employee’s Salary Reduction Contributions (and any other Employee contributions) will be suspended for six months after the receipt of the hardship distribution;   provided that in the case of an y   Employee who has made an Affirmative Election, Salary Reduction Contributions , if any, under such an election shall resume at the end of such suspension period and provided further that in the case of an Eligible Participant who has not made an Affirmative Election, Automatic Contributions shall resume at the end of such suspension period subject to the provisions of Section 5.05 ; and

C.          The distribution, less any income and penalty taxes, is not in excess of the amount of an immediat e and heavy financial need.

The processing of applications and any distributions of amounts under this Section shall be made as soon as administratively feasible. 

11.03     Withdrawals from Regular or Rollover Accounts .  Once a Participant has participated in the Plan for two years, at any time thereafter the Participant shall have the right at any time to request the Plan Administrator for a withdrawal in cash of amounts allocated to his or her Rollover Account.  A Participant may request a withdrawal of cash amounts allocated to his or her Rollover Account immediately upon the Trustee’s receipt of such Rollover Contribution.  Once a Participant’s Regular Account is 100% vested the Participant shall have the right at any time to request the Plan Administrator for a withdrawal in cash of amounts allocated to such Account; provided ,   however , that unless the Participant is over Age 59½ or is Permanently and Totally Disabled, the amount subject to withdrawal shall not include amounts attributable to contributions made to the Regular Account during the two-year period preceding the date of payment.

 

 

 

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11.04     Rules for In-Service Withdrawals The Plan Administrator may impose a dollar minimum for partial withdrawals and may implement on a uniform and nondiscriminatory basis, an ordering rule for in-service withdrawals from a Participant’s Account.  If the amount in the Participant’s appropriate Account is less than the minimum, the Plan Administrator shall pay the Participant the entire amount then in the Participant’s Account from which the withdrawal is to be made if a withdrawal of the entire amount is otherwise permissible under the rules set forth in this Article.  If the entire amount cannot be paid under such rules, whatever amount is permissible shall be paid.

In the case of a withdrawal from a Rollover Account described in Section 1 3 .03, if necessary to comply with the joint and survivor rules of Code Sections 401(a)(11) and 417, the Plan Administrator shall require the consent of any Participant’s spouse before making any in-service withdrawal.  Any such consent shall satisfy the requirements of Section 13.08.

Any amount to be withdrawn shall be payable as of the Valuation Date coincident with or next following the date which is 15 days following receipt of the written request by the Plan Administrator.

AR TICLE XII

PLAN LOANS

12.01     General Rules .  Upon the application of any Participant or Beneficiary the Plan Administrator may enter into a loan agreement with such person and authorize the Trustee to make a loan pursuant thereto.  The amount of any such loan and the provisions for its repayment shall be in accordance with such non-discriminatory rules and procedures as are adopted by the Plan Administrator and uniformly applied to all borrowers.  Such written procedures shall be part of this Plan document.

Applications for loans will be made to the Plan Administrator using forms provided by the Plan Administrator.  Loan applications meeting the requirements of this Article will be granted and all borrowers must execute a promissory note meeting the requirements of this Article.

Plan loans shall be granted on a uniform nondiscriminatory basis, so that they are available to all borrowers on a reasonably equivalent basis and are not made available to highly compensated Employees or officers of the Employer in an amount greater than the amount made available to other Employees.  L oans will be made available to Former Participant s to the extent required by regulations issued by the Department of Labor under ERISA Section 408(b) and to other participants as needed to satisfy Code Section 401(a)(4) and the r egulations thereunder.  Such loans shall be adequately secured, shall bear a reasonable rate of interest and shall provide for periodic repayment over a reasonable period of time, all in accordance with the Plan Administrator ’s rules and procedures for Plan loans.

 

 

 

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To the extent required under Code Sections 401(a)(11) and 417 and the r egulations thereunder, a Participant must obtain the consent of his or her spouse, if any, within the 180-day period before the time the Participant’s Accrued Benefit is used as security for a Plan loan.  A new consent is required if the Accrued Benefit is used for any increase in the amount of security.  The consent shall comply with the requirements of Code   Section 417 , but shall be deemed to meet any requirements contained in such section relating to the consent of any subsequent spouse.

If the Plan Administrator approves a request for a loan, funds shall be withdrawn from the recordkeeping sub-accounts, including Roth Elective Deferrals, in the order specified in the loan policy provided that Tax Deductible Voluntary Contributions, plus earnings thereon, may not be used as security for Plan loans.

The Plan Administrator may not require a minimum loan amount greater than $1,000.

No loan shall be made to the extent such loan when added to the outstanding balance of all other loans to the borrower would exceed one-half (½) of the present value of the nonforfeitable Accrued Benefit of the borrower under the Plan (but not more than $50,000 reduced by the difference between the highest outstanding balance during the previous 365 days and the current outstanding balance).

For purposes of calculating the above limitations, all loans and accrued benefits from all plans of the Employer and other members of a group of employers described in Code Sections 414(b), (c) and (m) are aggregated.

The Plan Administrator shall determine a reasonable rate of interest for each loan by identifying the rate(s) charged for similar and equivalent commercial loans by institutions in the business of making loans.  No loan shall be granted to any borrower or other person who already has a total of two loans or more outstanding under this Plan or any other plan maintained by the Employer or who is in default on any loan.

The Plan Administrator may direct the Trustee to deduct from a Participant’s Accounts under the Plan a reasonable fee (as determined by the Committee) to offset the cost of processing and administering the loan.

12.02     Loan Repayments .  The borrower shall repay any loan in accordance with the loan agreement.  Loans shall provide for periodic repayment, with payment to be no less frequent than quarterly over a period not to exceed five (5) years; provided ,   however , that loans used to acquire any dwelling unit which, within a reasonable time, is to be used (determined at the time the loan is made) as a principal residence of a Participant, may provide for periodic repayment, with payment to be no less frequent than quarterly over a reasonable period of time that exceeds five (5) years.

In the event the loan is not repaid within the time period prescribed, the Plan Administrator shall direct the Trustee to deduct the total amount due and payable, plus interest thereon, from distributable amounts in the borrower’s Accounts.  If distributable amounts in the borrower’s Accounts are not sufficient to repay such amount, the Plan Administrator shall enforce the terms of any agreement providing

 

 

 

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additional security for the loan and shall pursue such other remedies available at law to collect the indebtedness.

In the event of a loan default, attachment of the borrower’s Accrued Benefit will not occur until a distributable event occurs in the Plan.  Default shall occur upon the earlier of any uncured failure to make payments in accordance with the promissory note or the death of the borrower.

Loan repayments will be suspended under this Plan as permitted under Code Section 414(u)(4) .

ARTI CLE XIII

RETIREMENT, TERMINATION AND DEATH BENEFITS

13.01     Retirement or Termination from Service .  The Accrued Benefit of each Employee who was hired prior to December 2, 1986 and who became a Participant in the Plan on or prior to January 1, 1989, shall be 100% vested and nonforfeitable at all times.  The Regular Account of Employees who are hired on or after December 2, 1986 and who become Participants after December 31, 1988 shall vest according to the following schedule:

 

 

 

 

 

 

            

Completed Years of Service

Vested Percentage

 

Less Than 2 

 

 

 

 

25 

 

 

 

50 

 

 

 

75 

 

 

 

100 

 

The Match Contribution and Non-Elective Employer Contribution Accounts of each Employee who was hired after December 1, 1986 shall be 50% vested and nonforfeitable after the completion of one Year of Service and 100% vested and nonforfeitable after the completion of two Years of Service.  Provided ,   however , that the Match Contribution and Non-Elective Employer Contribution Accounts of such Employees shall be 100% vested and nonforfeitable at all times for such Employees who completed at least one Hour of Service on or before December 31, 2004. Notwithstanding the foregoing provisions of this paragraph, the Match Contribution and Non-Elective Employer Contribution Accounts of each Employee whose employment with The Hanover Insurance Company was terminated in connection with the sale of Citizen’s Management, Inc. on or about April 30, 2012 shall be 100% vested and nonforfeitable upon his or her termination of employment.  Notwithstanding the foregoing provisions of this paragraph, the Match Contribution and Non-Elective Employer Contribution Accounts of each of the following two Employees whose employment with The Hanover Insurance Company was terminated in connection with a transaction between AIX and First Community Insurance Company pursuant to a certain Market Facilitation Agreement dated February 14, 2013 shall be 100% vested and nonforfeitable upon his or her termination of employment: Peggy   Carreira and Maida Pacheco .

 

 

 

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Any amendment to the above provisions of this Section, including the above vesting schedule , shall comply with the requirements of Section 19.03.

Notwithstanding the foregoing, each actively employed Participant’s Accrued Benefit shall become 100% vested and nonforfeitable when the Participant attains his or her Normal Retirement Age, dies, or becomes Totally and Permanently Disabled.

The Salary Reduction Contributions, Employer Match Contributions contributed to the Plan for Plan Years commencing prior to January 1, 2005, 401(k) Employer Contributions, Tax Deductible Contributions and Voluntary After-Tax Contributions of all Participants, plus earnings thereon, shall be 100% vested and nonforfeitable at all times.

Upon a Participant’s attainment of his or her Normal Retirement Age or termination of employment, the Participant shall be entitled to a benefit that can be provided by the value of his or her vested Accrued Benefit in accordance with the provisions of t his Article.

The Plan Administrator shall notify the Trustee when the Normal Retirement Age or termination of employment of each Participant shall occur and shall also advise the Trustee as to the manner in which retirement or termination benefits are to be distributed to a Participant, subject to the provisions of this Article.  Upon receipt of such notification and subject to the other provisions of this Article, the Trustee shall take such action as may be necessary in order to distribute the Participant’s vested Accrued Benefit.

A   Participant whose employment status changes from that of a common law employee to that of a “leased employee” within the meaning of Code Section 414(n) shall not be considered to have a severance from emplo yment for the purposes of this S ection and this Article (unless the safe harbor plan requirements described in Code Section 414(n)(5) are met).

13.02     Late Retirement Benefits .  If a Participant shall continue in active employment following his or her Normal Retirement Age, he or she shall continue to participate under the Plan and Trust.  Except as provided in Section 13.06, upon actual retirement such Participant shall be entitled to a benefit that can be provided by the value of his or her Accrued Benefit.  Late Retirement benefits shall be distributed in accordance with the further provisions of this Article.

13.03     Death Benefits If a Participant or Former Participant shall die prior to the commencement of any benefits otherwise provided under this Article XIII, except as provided below, his or her Beneficiary shall be entitled to a lump sum death benefit equal to the amount credited to the Participant’s Account as of the date the Plan Administrator receives due proof of the Participant’s death.  In lieu of receiving benefits in a lump sum, a Beneficiary may elect to receive benefits under any option described in Section 13.06; provided that in lieu of receiving a lump sum death benefit , and except with respect to amounts held in a Rollover Account as described

 

 

 

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below in this Section, the Beneficiary of a Participant may only elect to receive benefits under the installment payment option described in Section 13.06.

Notwithstanding anything in the Plan to the contrary, if a Participant or Former Participant is married on the date of his or her death, Plan pre-retirement death benefits will be paid to the Participant’s or Former Participant’s then spouse unless such spouse has consented to payment to another Beneficiary, as provided in Section 13.08.

Notwithstanding the first paragraph, if a Rollover Account is being maintained for a married Participant who dies prior to the commencement of Plan benefits and if any portion of the amount in the Rollover Account is attributable to amounts transferred directly (or indirectly from another transferee Plan) to this Plan from a defined benefit pension plan, from a money purchase pension plan or from a stock bonus or profit sharing plan which would otherwise provide for a life annuity form of payment to the Participant, the amount in the Rollover Account will be used to purchase a life annuity for the Participant’s spouse unless the Participant has requested that the Rollover Account be distributed in a different form or be paid to another Beneficiary.  Any such request must be made during the election period, which shall begin on the first day of the Plan Year in which the Participant attains Age 35 and shall end on the date of the Participant’s death.  If a Participant severs employment prior to the first day of the Plan Year in which Age 35 is attained, with respect to the value of the Rollover Account as of the date of separation, the election period shall begin on the date of separation.  Any such request must be consented to by the Participant’s spouse.  To be effective, the spousal consent must meet the requirements of Section 13.08.  Any annuity provided with a portion of Participant’s Rollover Account in accordance with this paragraph shall be payable for the life of the Participant’s spouse and shall commence on the date the Participant would have attained Age 55 or, if the Participant was over Age 55 on the date of his or her death, such life annuity shall commence immediately.  A t the request of the spouse, such Rollover Account may be used to purchase a life annuity or may be taken in another form allowed under the Plan at an earlier or later commencement date.

If a Participant shall die subsequent to the commencement of any benefit otherwise provided under this Article XIII, the death benefit, if any, shall be determined in accordance with the benefit option in effect for the Participant.

The Plan Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the Accounts of a deceased Participant or a deceased Former Participant, as the Administrator deems necessary.  The Administrator’s determination of death and of the right of any person to receive payment shall be conclusive and binding on all persons.

13.04     Death Benefits Under USERRA I n the case of a Participant who dies while performing qualified military service as defined in Code Section 414(u), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the

 

 

 

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Participant resumed and then terminated employment on account of death.  Moreover, the P lan will credit the Participant’s qualified military service as service for vesting purposes, as though the Participant had resumed employment under USERRA immediately prior to the Participant’s death.

13.05     Designation of Beneficiary .  Each Participant shall designate his or her Beneficiary on a form provided by the Plan Administrator, and such designation may include primary and contingent beneficiaries; provided ,   however , that if a Participant or Former Participant is married on the date of his or her death, the Participant’s then spouse shall be the Participant’s Beneficiary unless such spouse consented to the designation of another Beneficiary in accordance with Section 13.08.  If a Participant does not designate a Beneficiary and is not married at the date of his or her death, the estate of the Participant shall be deemed to be the designated Beneficiary. I f a Participant has completed a Beneficiary designation in which the Participant designates his or her s pouse as the Beneficiary, and the Participant and the Participant’s s pouse are legally divorced subsequent to the date of such designation, then the designation of such spouse as a Beneficiary hereunder will be deemed null and void unless the Participant, subsequent to the legal divorce, reaffirms the designation by completing a new Beneficiary designation form.

A   designated Beneficiary shall include a non-spouse designated Beneficiary.  For this purpose, a non-spouse designated Beneficiary means a d esignated Beneficiary other than (i) a s urviving spouse (as defined in S ection 13.08) or (ii) a spouse or former spouse who is an Alternate Payee under a Qualified Domestic Relations Order.

13.06     Distribution of Benefits .  The Plan Administrator shall direct the Trustee to make payment of any benefits provided under this Article XIII upon the event giving rise to distribution of such benefit, or within 60 days thereafter.

All distributions under this Plan will b e made in accordance with Code S ection 401(a)(9), including the incidental deat h benefit requirements of Code S ection, §401(a)(9)G, Treasury Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, and any ot her provisions reflecting Code S ection 401(a)(9) that are prescribed in revenue rulings, notices and other guidance published in the Internal Revenue Bulletin.   The Plan prov isions reflecting Code S ection 401(a)(9) shall override any distribution options set out in the Plan that are inconsiste nt with Code S ection 401(a)(9).

Unless the Participant elects otherwise, distribution of benefits will begin no later than the 60th day after the latest of the close of the Plan Year in which:

(i)          the Participant attains Age 65;

(ii)         occurs the 10th anniversary of the year in which the Participant commenced participation in the Plan; or,

(iii)        the Participant terminates service with the Employer.

 

 

 

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Notwithstanding the foregoing, the failure of a Participant and spouse to consent to a distribution when a benefit is immediately distributable, with in the meaning of Section 13.12 , shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section.  Except as provided in this Article, in no event will benefits begin to be distributed prior to the later of Age 62 or Normal Retirement Age without the consent of the Participant.

Except as provided below and in Sections 13.03, 13.07, 13.11 and 13.12, if benefits become payable to a Participant as a result of termination of employment or retirement, the Participant’s vested Accrued Benefit shall be distributed by the Trustee in such manner as the Participant shall direct, in accordance with one or more of the options listed below.  Provided ,   however , that a married Participant may not elect an option involving a life contingency without the consent of his or her spouse.  To be effective, the spousal consent must meet the requirements of Section 13.08 .

Notwithstanding the foregoing, if on the date of severance from employment of a married Participant prior to the attainment of his or her Qualified Early Retirement Age a Rollover Account as described in Section 13.03 is being maintained for the Participant, such Account will remain in force until the Former Participant attains Age 55 when, if the Former Participant is then married, the value of such Rollover Account will be used to purchase a Qualified Joint and Survivor Annuity for the benefit of the Former Participant and his or her then spouse.  At any time prior to the date of purchase, the Former Participant may request that his or her Rollover Account be distributed under one or more of the options listed below; provided ,   however , that if the Former Participant is married on the date of the request, the Former Participant’s then spouse must consent thereto.  To be effective, the spousal consent must meet the requirements of Section 13.08.  If a Former Participant who was married on the date of his or her severance from employment is not married at Age 55, at Age 55 the Former Participant’s Rollover Account (as described in Section 13.03) shall be distributed by the Trustee in such manner as the Former Participant shall direct, in accordance with one or more of the options listed below.  If a Former Participant entitled to a deferred benefit pursuant to this paragraph dies prior to Age 55 and prior to commencement of Plan benefits, his or her Beneficiary shall be entitled to a death benefit pursuant to Section 13.03.

If a Qualified Joint and Survivor Annuity is not required under the above rules or pursuant to Section 13.07, t he portion of the Partic ipant’s Accrued Benefit that is attributable to a Rollover Account as described in Section 13.03 shall be distributed by the Trustee in such manner as the Participant shall elect, in accordance with one or more of the following methods of distribution, which may be paid in cash or in kind, or a combination of them ;   provided that an in-kind distribution shall only be available with respect to an annuity contract that is purchased by the Trustee at the time of distribution :

(i)          One lump sum payment.

(ii)         An annuity for the life of the Participant.

 

 

 

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(iii)        An annuity for the joint lives of the Participant and his or her spouse with 50%, 66 2/3 %, 75% or 100% (whichever is specified when this option is elected) of such amount payable as an annuity for life to the survivor.  No further benefits are payable after the death of both the Participant and his or her spouse.

(iv)        An annuity for the life of the Participant with installment payments for a period certain not longer than the life expectancy of the Participant.

(v)          Installment payments for a period certain not longer than the life expectancy of the Participant and his or her spouse.

T he portion of the Participant’s Accrued Benefit that is not attributable to a Rollover Account as described in Section 13.03 shall be distributed by the Trustee in such manner as the Participant shall elect, in accordance with one or more of the following methods of distribution, which shall be paid in cash :

(i)          One lump sum payment.

(ii)         Installment payments for a period certain not longer than the life expectancy of the Participant and his or her spouse.

All optional forms of benefits shall be actuarially equivalent.

Notwithstanding anything in the Plan to the contrary, any annuity p olicy which is distributed by the Trustee shall provide by its terms that the same shall not be sold, transferred, assigned, discounted, pledged or encumbered in any way except to or through the insurer, and then only in accordance with a right conferred under the terms of the annuity p olicy.

Notwithstanding anything in the Plan to the contrary, the entire interest of a Participant must be distributed or begin to be distributed no later than the Participant’s Required Beginning Date.

The Required Beginning Date of a Participant is the first day of April of the calendar year following the calendar year in which the Participant attains age 70 ½ ;   provided ,   however , that a Participant, who is not a Five Percent Owner and who does not retire by the end of the calendar year in which such Participant reaches age 70 ½ , may elect to defer their Required Beginning Date to the first day of April of the calendar year following the calendar year in which the Participant retires.  If, after the date of such election, a Participant becomes a Five Percent Owner, the Required Beginning Date is the first day of April following the later of: (i) the calendar year in which the Participant attains age 70 ½ ; or (ii) the earlier of the calendar year with or within which ends the Plan Year in which the Participant becomes a Five Percent Owner, or the calendar year in which the Participant retires.

Notwithstanding any provisions of this Plan relating to required mi nimum distributions under Code S ection 401(a)(9) , a Participant or Beneficiary who would

 

 

 

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have been required to receive required minimum distributions for 2009 but for the enactment of Code S ection 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are equal to the 2009 RMDs will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions.  Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions descri bed in the preceding sentence.

13.07     Automatic Joint and Survivor Annuity .  Notwithstanding anything in Section 13.06 to the contrary, if a Rollover Account as described in Section 13.03 is being maintained for a married Participant and if Plan benefits become payable to such Participant on or after the Participant’s Qualified Early Retirement Age, such Rollover Account will be used to purchase a Qualified Joint and Survivor Annuity unless the Participant has elected otherwise.  To be effective, any election out of a Qualified Joint and Survivor Annuity must be consented to by the Participant’s spouse at the time Plan benefits become payable.  Any election (by a Participant on whose behalf a Rollover Account as described in Section 13.03 is maintained) out of a Qualified Joint and Survivor Annuity must be in writing and may be made during the election period, which shall be the 180-day period ending on the annuity starting date.

13.08     Participant Elections and Spousal Consents .  Married Participants may choose a Beneficiary other than their spouse or, in the case of a Rollover Account described in Section 13.03, may choose a form of retirement benefit other than a Qualified Joint and Survivor Annuity.  Any Beneficiary designation shall be in accordance with the requirements of Section 13.05.  Any election (by a Participant on whose behalf a Rollover Account as described in Section 13.03 is maintained) out of a Qualified Joint and Survivor Annuity must be in writing and may be made during the election period , which shall be the 180-day period ending on the annuity starting date.  To be effective, any designation of a Beneficiary who is not the spouse of the Participant on the date of the Participant’s death or any such election out of the Qualified Joint and Survivor Annuity must be consented to by Participant’s spouse.  For purposes of this Section the term “spouse” means the spouse of the Participant on the date of the Participant’s death or on the date Plan benefits commence, whichever is applicable; provided that a former spouse will be treated in the same manner as a spouse to the extent provided under a Qualified Domestic Relations Order as described in Code Section 414(p).

To be effective, spousal consent must be in writing on a form furnished by or satisfactory to the Plan Administrator and witnessed by a Plan re pre sentative or notary public.  Provided ,   however , spousal consent shall not be required under such circumstances as may be prescribed by the Plan Administrator in accordance with rules and r egulations promulgated by the Secretary and the Treasury.  Any spousal consent will be valid only with respect to the spouse who signs the consent.  Additionally, a revocation of an election out of a Qualified Joint and Survivor Annuity may be made by a Participant without the consent of the spouse at any time before the commence ment of benefits .  The number of revocations shall not be limited.

 

 

 

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13.09     Distribution to a Minor Participant or Beneficiary .  In the event a distribution is to be made to a minor, then the Plan Administrator may, in the Administrator’s sole discretion, direct that such distribution be paid to the legal guardian of the minor, or if none, to a parent of such minor or a responsible adult with whom the minor maintains his or her residence, or to the custodian for such minor under the Uniform Gift to Minors Act, if such is permitted by the laws of the state in which said minor resides.  Such a payment to the legal guardian or parent of a minor or to such a custodian shall fully discharge the Trustee, Employer, and Plan from further liability on account thereof.

13.10     Location of Participant or Beneficiary Unknown .  In the event that all, or any portion, of the distribution payable to a Participant or his or her Beneficiary hereunder shall, at the expiration of five years after it shall become payable, remain unpaid solely by reason of the inability of the Plan Administrator, after sending a registered letter, return receipt requested, to the payee’s last known address, and after reasonable effort, to ascertain the whereabouts of such Participant or his or her Beneficiary, the amount so distributable shall be forfeited and allocated in accordance with the terms of this Plan.  In the event a Participant or Beneficiary is located subsequent to his or her benefit being forfeited, such benefit shall be restored.

13.11     Forfeitures; Restoration of Benefits Upon Reemployment .  If a Participant terminates from employment ,   the Participant’s vested Accrued Benefit shall be deferred to the earliest of the Participant’s death, Total and Permanent Disability or attainment of Normal Retirement Age, at which time such vested benefit shall be payable in accordance with Sections 13.06 and 13.13.

Notwithstanding the foregoing, such a Participant may elect to have payments commence at any time after termination in accordance with Section 13.06.  Partial distributions of vested benefits will not be permitted except in accordance with Section 13.06.  The non-vested portion of the Participant’s Accrued Benefit shall be forfeited when the Participant incurs five consecutive One Year Breaks in Service or, if earlier, when the Participant or his or her spouse (or surviving spouse) receives a distribution of his or her vested Accrued Benefit.   If the value of the Participant’s vested Accrued Benefit is zero when the Participant terminates employment, the Participant shall be deemed to have received a distribution of such vested Accrued Benefit.

Except as provided below, the non-vested portion of the Accrued Benefit of any terminated Participant will be used to reduce Employer Match Contributions for the Plan Year in which the forfeiture occurs and for subsequent Plan Years, if necessary. 

A Participant who severs employment and who subsequently resumes employment with the Employer will again become a Participant when the Participant becomes an Eligible Employee .     If a Former Participant is subsequently reemployed, the following rules shall also be applicable:  

 

 

 

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(i)          If any Former Participant shall be reemployed by the Employer before incurring five consecutive One Year Breaks in Service, and such Former Participant had received a distribution of his or her vested Accrued Benefit prior to his or her reemployment, his or her forfeited Account balance shall be reinstated if he or she repays the full amount attributable to Employer Contributions which was distributed to him or her, not including, at the Participant’s option, amounts attributable to any Salary Reduction Contributions.  Such repayment must be made by the Former Participant before the date on which the individual incurs five consecutive One Year Breaks in Service following the date of distribution.  A Participant who was deemed to have received a distribution of his or her vested amount shall be deemed to have repaid such amount as of the first date on which he or she again becomes a Participant.  In the event the Former Participant does repay the full amount distributed to him or her, the forfeited portion of the Participant’s Account must be restored in full, unadjusted by any gains or losses occurring subsequent to the date of distribution.

(ii)         Restorations of forfeitures will be made as of the date that the Plan Administrator is notified that the Trustee has received the required repayment.  Any forfeiture amount that must be restored to a Participant’s Account will be taken from any forfeitures that have not yet been applied and, if the amount of forfeitures available for this purpose is insufficient, the Employer will make a timely supplemental contribution of an amount sufficient to enable the Trustee to restore the forfeiture amount to the Participant’s Account.  

(iii)        If a Former Participant resumes service after incurring five consecutive One Year Breaks in Service, forfeited amounts will not be restored under any circumstances.

If a Former Participant resumes service before incurring five consecutive One Year Breaks in Service, both the pre-break and post-break service will count in vesting both any restored pre-break and post-break employer-derived Account balance.

13.12     Restrictions on Immediate Distributions .

(a)              If the value of a Participant’s vested Accrued Benefit is immediately distributable, the Participant and the Participant’s spouse (or where either the Participant or the spouse has died, the survivor ) must consent to any distribution of such Accrued Benefit. 

 

 

 

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Except as provided below, the consent of the Participant and the Participant’s spouse shall be obtained in writing within the 180-day period ending on the annuity starting date.  The annuity starting date is the first day of the first period for which an amount is paid as an annuity or any other form.  The Plan Administrator shall notify the Participant and/or the Participant’s spouse of the right to defer any distribution until the Participant’s Accrued Benefit is no longer immediately distributable and the consequences of failing to defer receipt of the distribution.  Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code Section 417(a)(3), if applicable, and shall be provided no less than 30 days and no more than 180 days prior to the annuity starting date.

However, distribution may commence less than 30 days after the notice described in the preceding sentence is given, provided the distribution is not one to which Code Section 417 applies, the Participant is clearly informed of his or her right to take 30 days after receiving the notice to decide whether or not to elect a distribution (and, if applicable, a particular distribution option), and the Participant, after receiving the notice, affirmatively elects to receive the distribution prior to the expiration of the 30-day minimum period.

I f a distribution is one to which Code Sections 411(a)(11)(A) and 417 applies, a Participant may commence receiving a distribution in a form other than a Qualified Joint and Survivor Annuity less than 30 days after receipt of the written explanation described in the preceding paragraph provided: (1) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) a form of distribution other than a Qualified Joint and Survivor Annuity; (2) the Participant is permitted to revoke any affirmative distribution election at least until the Distribution Commencement Date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (3) the Distribution Commencement Date is after the date the written explanation was provided to the Participant.  T he Distribution Commencement Date may be a date prior to the date the written explanation is provided to the Participant if the distribution does not commence until at least 30 days after such written explanation is provided, subject to the waiver of the 30-day period.  For the purposes of this paragraph, the Distribution Commencement Date is the date a Participant commences distributions from the Plan.  If a Participant commences distribution with respect to a portion of his/her Account Balance, a separate Distribution Commencement Date applies to any subsequent distribution.  If distribution is made in the form of an annuity, the Distribution Commencement Date is the first day of the first period for which annuity payments are made.

 

 

 

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Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a Qualified Joint and Survivor Annuity while the Accrued Benefit is immediately distributable.  Furthermore, if payment in the form of a Qualified Joint and Survivor Annuity is not required with respect to the Participant, only the Participant need consent to the distribution of an Accrued Benefit that is immediately distributable.  The consent of the Participant or the Participant’s spouse shall not be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or 415.  In addition, upon termination of this Plan if the Plan does not offer an annuity option (purchased from a commercial provider) and if the Employer or any entity within the same controlled group as the Employer does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant’s Accrued Benefit may, without the Participant’s consent, be distributed to the Participant.  However, if any entity within the same controlled group as the Employer maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) then the Participant’s Accrued Benefit will be transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an immediate distribution.

An Accrued Benefit is immediately distributable if any part of the Accrued Benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of Normal Retirement Age or age 62.

13.13     Rollovers to Other Qualified Plans.

(a)             Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Article, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a D irect R ollover.     F or purposes of determining the portion of a disbursement of benefits from the Plan to a distributee that is not includible in gross income under Code Section 72, the guidance under I.R.S. Notice 2014-54 shall be followed.

(b)         Definitions .

(i)              Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code

 

 

 

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Section 401(a)(9); any hardship distribution described in Code Section 401(k)(2)(B)(i)(iv); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities);   any corrective distributions of Excess Elective Deferrals or Roth Elective Deferrals under Code Section 402(g), and the income attributable thereto; and any other distribution(s) that is reasonably expected to total less than $200 during a year.  A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because it consists of after-tax employee contributions which are not includible in gross income.  However, such portion may be transferred only to an individual retirement account or individual retirement annuity described in Code S ection 408(a) or 408(b), or to a qualified plan described in Code Section 401(a) or an annuity plan described in Code Section 403(a), or to an annuity contract described in Code Section 403(b), which plan or contract agrees to separately account for amounts so transferred, including separate accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.  S uch portion may al so be transferred to a Roth IRA .

(ii)         Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified Plan described in Code Section 401(a), that accepts the distributee’s eligible rollover distribution ,   an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) , which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.  A n Eligible Retirement Plan shall also include a Roth individual retirement account as descri bed in Code Section 408A .

(iii)           Distributee: A distributee includes an Employee or former Employee.  In addition, the Employee’s or former Employee’s surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse.

(iv)            Direct R ollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.     A Direct Rollover of a distribution from a Roth Elective Deferral Account under this Plan will be made to another Roth Elective Deferral Account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c).

 

 

 

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Notwithstanding the provisions of this Plan relating to required minimum distributions under Code Section 401(a)(9) ,   and solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs (as defined in S ection 13.06), but only if paid with an additional amount that is an eligible rollover distribution without regard to IRC §401(a)(9)(H), will be treated as eligible rollover distributions.

(c)             A non-spouse Beneficiary who is a “designated beneficiary” under Code Section 401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer (“direct rollover”), may roll over all or any portion of his or her distribution to an individual retirement account or an individual retirement annuity as defined in Code Section 408(a) and 408(b) or Roth IRA as defined in Code Section 408A , that is established on behalf of the Beneficiary .  In order to be able to roll over the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.     If a non-spouse Beneficiary receives a distribution from the Plan, the distribution is not eligible for a “60-day” rollover.

If the Participant’s named Beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code Section 401(a)(9)(E).

A non-spouse Beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury Regulations and other Internal Revenue Service guidance.  If the Participant dies before his or her required beginning date and the non-spouse Beneficiary rolls over to an IRA the maximum amount eligible for rollover, the Beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treasury Regulation Section 1.401(a)(9)-3   Q& A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse Beneficiary ’s distribution.

13.14     Payment under Qualified Domestic Relations Orders .  Notwithstanding any provisions of the Plan to the contrary, if there is entered any Qualified Domestic Relations Order that affects the payment of benefits hereunder, such benefits shall be paid in accordance with the applicable requirements of such Order, provided that such Order (i) does not require the Plan to provide any type or form of benefits, or any option, that is not otherwise provided hereunder, (ii) does not require the Plan to provide increased benefits, and (iii) does not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another order previously determined to be a Qualified Domestic Relations Order.

To the extent required or permitted by any such Order, at any time on or after the date the Plan Administrator has determined that the Order is a Qualified Domestic Relations Order, the alternate payee shall have the right to request the Plan Administrator to commence distribution of benefits under the Plan regardless of

 

 

 

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whether the Participant is otherwise entitled to a distribution at such time under the Plan.  Except as specifically provided in a Qualified Domestic Relations Order, amounts distributed under this S ection shall be taken pro rata from the investment options in which each of the Participant’s Accounts is invested.  The Plan Administrator shall establish reasonable procedures to determine whether an order or other decree is a Qualified Domestic Relations Order, and to administer distributions under such orders.

13.15     USERRA .

(a)             Severance from Employment .  An individual shall be treated as having been severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) during any period the individual is performing service in the uniformed services described in Code Section   3401(h)(2)(A).  If an individual performing such service in the uniformed services elects to receive a distribution by reason of severance from employment, the individual may not make a Salary Reduction Contribution or other Employee contribution during the 6-month period beginning on the date of the distribution.

(b)         Qualified Reservist Distribution under USERRA .  A Participant who is ordered or called to active duty may take a Qualified Reservist Distribution if the following are satisfied:

(1)            the distribution consists solely of elective deferrals (Salary Reduction Contributions);

(2)             the Participant was ordered or called to active duty for a period in excess of one hundred and seventy nine (179) days or for an indefinite period; and

(3)         t he distribution from the P lan is made during the period which begins on the date of such order or call and ends at the close of the active duty period.

The ten percent (10%) early withdrawal penalty tax will not apply to a qualified reservist distribution, which meets the requirements stated above.

AR TICLE XIV

PLAN FIDUCIARY RESPONSIBILITIES

14.01     Plan Fiduciaries .  The Plan Fiduciaries shall be:

(i)         the Trustee(s) of the Plan;

(ii)         the Plan Administrator; and

 

 

 

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(iii)             such other person or persons as may be designated by the Plan Administrator in accordance with the provisions of this Article XIV.

14.02     General Fiduciary Duties .  Each Plan Fiduciary shall discharge his or her duties solely in the interest of the Participants and their Beneficiaries and act:

(i)          for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan;

(ii)         with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(iii)        by diversifying the investments of the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, if the Fiduciary has the responsibility to invest plan assets; and

(iv)           in accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of current laws and regulations.

Each Plan Fiduciary shall perform the duties specifically assigned to him or her.  No Plan Fiduciary shall have any responsibility for the performance or non-performance of any duties not specifically allocated to him or her.

14.03     Duties of the Trustee(s) .  The specific responsibilities and duties of the Trustee(s) are set forth in the Trust Indenture between the Employer and the Trustee(s).  In general the Trustee(s) shall:

(i)              invest Plan assets, subject to directions from the Plan Administrator or from any duly appointed investment manager;

(ii)              maintain adequate records of receipts, disbursements, and other transactions involving the Plan; and

(iii)             prepare such reports, statements, tax returns and other forms as may be required under the Trust Indenture or applicable laws and regulations.

14.04     Powers and Duties of the Plan Administrator .  The Plan Administrator is the Benefits Committee.  The Plan Administrator shall have the power, discretionary authority, and duty to interpret the provisions of the Plan and to make all decisions and take all actions that shall be necessary or proper in order to carry out the provisions of the Plan.  Without limiting the generality of the foregoing, the Plan Administrator shall:

(i)              monitor compliance with the provisions of ERISA and other applicable laws with respect to the Plan;

 

 

 

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(ii)             establish an investment policy and funding method consistent with objectives of the Plan and with the requirements of applicable laws and regulations;

(iii)        invest Plan assets except to the extent that the Plan Administrator has delegated such investment duties to an investment manager;

(iv)             evaluate from time to time investment policy and the performance of any investment manager or investment advisor appointed by it;

(v)             interpret and construe the Plan in order to resolve any ambiguities therein;

(vi)             determine all questions concerning the eligibility of any person to participate in the Plan, the right to and the amount of any benefit payable under the Plan to or on behalf of an individual and the date on which any individual ceases to be a Participant, with any such determination to be con clu sively binding and final, to the extent permitted by applicable law, upon all persons interested or claiming an interest in the Plan;

(vii)         establish guidelines as required for the orderly and uniform administration of the Plan;

(viii)          exercise overall control of the operation and administration of the Plan in matters not allocated to some other Fiduciary by the terms of this Plan ;

(ix)            administer the Plan on a day-to-day basis in accordance with the provisions of this Plan and all other pertinent documents;

(x)             retain and maintain Plan records, including Participant census data, participation dates, compensation records, and such other records necessary or desirable for proper Plan administration;

(xi)           prepare and arrange for delivery to Participants of such summaries, descriptions, announcements and reports as are required to be given to Participant s under applicable laws and regulations;

(xi i)           file with the U.S. Department of Labor, the Internal Revenue Service and other regulatory agencies on a timely basis all required reports, forms and other documents;

(xiii)         prepare and furnish to the Trustee(s) sufficient records and data to enable the Trustee(s) to properly perform its obligations under the Trust Indenture; and

 

 

 

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(xiv)        to take appropriate actions required to correct any errors made in determining the eligibility of any E mployee for benefits under the Plan or the amount of benefits payable under the Plan and in correcting any error made in computing the benefits of any Participant or Beneficiary , the Plan Administrator may make equitable adjustments (an increase or decrease) in the amount of any future benefits payable under the Plan, including the recovery of any overpayment of benefits paid from the Plan as provided in Treasury Regulation Section 1.401(a) ‑13(c)(2)(iii).

The Plan Administrator may appoint or employ such advisers or assistants as the Plan Administrator deems necessary and may delegate to any one or more of its members any responsibility it may have under the Plan or designate any other person or persons to carry out any responsibility it may have under the Plan.

Notwithstanding any provisions elsewhere to the contrary, the Plan Administrator shall have total discretion to fulfill the above responsibilities as the Plan Administrator sees fit on a uniform and consistent basis and as the Plan Administrator believes a prudent person acting in a like capacity and familiar with such matters would do.

14.05     Designation of Fiduciaries .  The Plan Administrator shall have the authority to appoint and remove Trustee(s) in accordance with the Trust Indenture.  The Plan Administrator may appoint and remove an investment manager and delegate to said investment manager power to manage, acquire or dispose of any assets of the Plan.

While there is an investment manager, the Plan Administrator shall have no obligation under this Plan with regard to the performance or non-performance of the duties delegated to the investment manager.

The Plan Administrator shall appoint all other Fiduciaries of this Plan.  In making its appointment or delegation of authority, the Plan Administrator may designate all of the responsibilities to one person or it may allocate the responsibilities, on a continuing basis or on an ad hoc basis, to one or more individuals either jointly or severally.  No individual named a Fiduciary shall have any responsibility for the performance or non-performance of any responsibilities or duties not allocated to him or her.

The appointing authority of a Fiduciary shall periodically, but not less frequently than annually, review the performance of each fiduciary appointed in order to carry out the general fiduciary duties specified in Section 14.02 and, where appropriate, take or recommend remedial action.

14.06     Delegation of Duties by a Fiduciary .  Except as provided in this Plan or in the appointment as a Fiduciary, no Plan Fiduciary may delegate his or her fiduciary responsibilities.  If authorized by the appointing authority, a Fiduciary may appoint such agents as may be deemed necessary and delegate to such agents any non-fiduciary powers or duties, whether ministerial or discretionary.  No Fiduciary or agent of a Fiduciary who is a full-time employee of the Employer will receive any

 

 

 

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compensation from the Plan for his or her services, but the Employer or the Plan shall pay all expenses that such employee reasonably incurs in the discharge of his or her duties.

AR TICLE XV

BENEFITS COMMITTEE

15.01     Appointment of Benefits Committee .  The Benefits Committee shall consist of three or more members appointed from time to time by the president of the Employer (the “President”), who shall also designate one of the members as chairman.  Each member of the Benefits Committee and its chairman shall serve at the pleasure of the President.

15.02     Benefits Committee to Act by Majority Vote, etc .  The Benefits Committee shall act by majority vote of all members.  All actions, determinations, interpretations and decisions of the Benefits Committee with respect to any matter within their jurisdiction will be conclusive and binding on all persons.  Any person may rely conclusively upon any action if certified by the Benefits Committee.

Notwithstanding the above, a member of the Benefits Committee who is also a Participant shall not vote or act upon any matter relating solely or primarily to him or herself.

15.03     Records and Reports of the Benefits Committee .  The Benefits Committee shall keep a record of all of its proceedings and acts, and shall keep such books of account, records and other data as may be necessary for the proper administration of the Plan and file or deliver to Participants and their Beneficiaries whatever reports are required by any regulatory authority.

15.04     Costs and Expenses of Administration Notwithstanding any provisions of the Plan to the contrary (but subject to the provisions of Section 12.01), all clerical, legal and other expenses of the Plan and the Trust, including Trustee’s fees, shall be paid by the Plan, except to the extent the Employer elects to pay such amounts; provided ,   however , that if the Employer pays such amounts it shall be reimbursed by the Trust for such amounts unless the Employers elects not to be so reimbursed.

15.05     Indemnification of the Plan Administrator and Assistants .  The Employer shall indemnify and defend to the extent permitted under the By-Laws of the Employer any Employee or former Employee (i) who serves or has served as a member of the Benefits Committee, (ii) who has been appointed to assist the Benefits Committee in administering the Plan, or (iii) to whom the Benefits Committee has delegated any of its duties or responsibilities against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission to act is in good faith and without gross negligence; provided that such Employee or former Employee is not otherwise indemnified or saved harmless under any liability insurance or other indemnification arrangement.

 

 

 

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AR TICLE XVI

INVESTMENT OF THE TRUST FUND

16.01     In General .  Subject to the direction of the Plan Administrator or any duly appointed investment manager in accordance with Section 14.05, the Trustee shall receive all contributions to the Trust and shall hold, invest and control the whole or any part of the assets in accordance with the provisions of the annexed Trust Indenture.

16.02     Investment of the Trust Fund .  In order to provide retirement and other benefits for Plan Participants and their Beneficiaries, the Trustee shall invest Plan assets in one or more permissible investments specified in the Trust Indenture (“Permissible Investments”).

All collective investment trusts and group trusts shall also conform to the terms of the Plan.

This Plan is intended to comply with the requireme nts of ERISA Section 404(c). Each Participant is responsible and has sole discretion to give directions to the Trustee in such form as the Trustee may require concerning the investment of his or her Accrued Benefit in one or more of the Permissible Investments, which directions must be followed by the Trustee The designation by a Participant of the allocation of his Accrued Benefit among the Permissible Investments may be made from time to time, with such frequency and in accordance with such procedures as are established and set forth in the Trust Indenture and applied in a uniform nondiscriminatory manner.  Any such procedure shall he communicated to the Participants and designed with the intention of permitting the Participants to exercise control over the assets in their respective accounts within the meaning of ERISA Section 404(c) and the regulations thereunder.

Neither the Plan Administrator, the Trustee ,   the Employer nor any other person shall be under any duty to question any investment, voting or other direction of the Participant or make any suggestions to the Participant in connection therewith, and the Trustee shall comply as promptly as practicable with directions giv en by the Participant hereunder .  All such directions may be of continuing nature or otherwise and may be revoked by the Participant at any time in such form as the Trustee may require.  Neither the Plan Administrator, the Trustee, the Employer nor any other person shall be responsible or liable for any costs losses or expenses which may arise or result from or be related to the compliance or refusal or failure to comply with any directions from the Participant.  The Trustee may refuse to comply with any direction from the Participant in the event the Trustee, in its sole or absolute discretion, deems such direction improper by virtue of applicable law or regulations.  For purposes of this Section, all references to “Participant” shall include all Beneficiaries of Participants who are deceased and any Alternate Payees under a Qualified Domestic Relations Order, as provided for in Section 19.01.

16.03     Default Investment .

 

 

 

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(a)            General Rules .

(i)          Qualified Default Investment Alternative .  If a Participant or Beneficiary has the opportunity to direct the investme nt of the assets in his or her A ccount (but does not direct the investment of such assets), then such assets in his or her A ccount will be invested in a Qualified Default Investment Alternative.

(ii)         Transfer from Qualified Default Investment Alternative .     Any Participant or Beneficiary on whose behalf assets are invested in a Qualified Default Investment Alternative may transfer, in whole or in part, such assets to any other investment alternative available under the Plan with a frequency consistent with that afforded to a Participant or Beneficiary who elected to invest in the Qualified Default Investment Alternative, but not less frequently than once within any 3-month period.

(iii)           No Fees during First 90 Days .  Any Participant’s or Beneficiary ’s election to make such transfer from the Qualified Default Investment Alternative   or other first investment in a Qualified Default Investment Alternative on behalf of a Participant or Beneficiary , will not be subject to any restrictions, fees or expenses (including surrender charges, liquidation or exchange fees, redemption fees and similar expenses charged in connection with the liquidation of, or transfer from, the investment), except as permitted in Department of Labor Regulation Section 2550.404c–5(c)(5)(ii)(B).

(iv)        Limited Fees after First 90 Days .  Following the end of the 90-day period described in paragraph (iii), any transfer described in paragraph (ii) above shall not be subject to any restrictions , fees or expenses not otherwise applicable to a Participant or Beneficiary who elected to invest in that Qualified Default Investment Alternative.

(v)             Materials Must Be Provided .  A Plan fiduciary shall provide to a Participant or Beneficiary the materials set forth in Department of Labor Regulation Section 2550.404c-1(b)(2)(i)(B)(1)(viii) and (ix) and Department of Labor Regulation Section 404c-1(b)(2)(i)(B)(2) relating to a Participant’s or Beneficiary ’s investment in a Qualified Default Investment Alternative.

(b)            Notice Requirements .  The following provisions apply to the notice required by a Qualified Default Investment Alternative:

(i)          Manner .  Such notice will be written in a manner calculated to be understood by the average Plan Participant.

(ii)         Content .  Such notice will contain the following:

 

 

 

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A.          A description of the circumstances under which assets in the individual account of a Participant or Beneficiary may be invested on behalf of the Participant or Beneficiary in a Qualified Default Investment Alternative; and, if applicable, an explanation of the circumstances under which Automatic Contributions will be made on behalf of a Participant, the percentage of Compensation that such Automatic Contributions represent, and the right of the Partici pant to elect not to have such made on the Participant’s behalf (or to elect to have Salary Reduction Contributions made at a different percentage);

B.                An explanation of the right of Participants and B eneficiaries to direct the investment of assets in their individual accounts;

C.               A description of the Qualified Default Investment Alternative, including a description of the investment objectives, risk and return characteristics (if applicable), and fees and expenses attendant to the Qualified Default Investment Alternative;

D.          A description of the right of the Participants and B eneficiaries on whose behalf assets are invested in a Qualified Default Investment Alternative to direct the investment of those assets to any other investment alternative under the Plan, including a description of any applicable restrictions, fees or expenses in connection with such transfer; and

E.               An explanation of where the Participants and B eneficiaries can obtain investment information concerning the other investment alternatives available under the Plan.

(iii)        Timing.  The Participant or Beneficiary on whose behalf an investment in a Qualified Default Investment Alternative may be made must be furnished such notice during the following periods:  (1) At least 30 days in advance of the Participant’s eligibility to participate in the Plan, or at least 30 days in advance of the date of any first investment in a Qualified Default Investment Alternative on behalf of a Participant or Beneficiary ; and (2) Within a reasonable period of time of at least 30 days in advanc e of each subsequent Plan Year.

AR TICLE XVII

CLAIMS PROCEDURE

17.01     Claims Fiduciary .  The Plan Administrator will act as Claims Fiduciary except to the extent that the Plan Administrator has delegated the function to some other person or persons, committee or entity.

 

 

 

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Notwithstanding any provision elsewhere to be contrary, the Claims Fiduciaries shall have total discretion to fulfill their fiduciary duties as they see fit on a uniform and consistent basis as they believe a prudent person acting in a like capacity and familiar with such matters would do.

17.02     Claims for Benefits .  Claims for benefits under the Plan may be filed with the Plan Administrator on forms supplied by the Employer.  For the purpose of this procedure, “claim” means a request for a Plan benefit by a Participant or a Beneficiary of a Participant.  If the basis of the claim includes documentation not a part of the records of the Plan or of the Employer, all such documentation must be included with the claim.

17.03     Notice of Denial of Claim .  If a claim is wholly or partially denied, the Plan Administrator shall notify the claimant of the denial of the claim within a reasonable period of time.  Such notice of denial (i) shall be in writing, (ii) shall be written in a manner calculated to be understood by the claimant, and (iii) shall contain (A) the specific reason or reasons for denial of the claim, (B) a specific reference to the pertinent Plan provisions upon which the denial is based, (C) a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation why such material or information is necessary, and (D) an explanation of the Plan’s claim review procedure.  Unless special circumstances require an extension of time for processing the claim, the Plan Administrator shall notify the claimant of the claim denial no later than   ninety (90) days after receipt of the claim.  If such an extension is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period.  The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the final decision.

17.04     Request for Review of Denial of Claim .  Within 120 days of the receipt of the claimant of the written notice of the denial of the claim, or such later time as shall be deemed reasonable taking into account the nature of the benefit subject to the claim and any other attendant circumstances or if the claim has not been granted within a reasonable period of time, the claimant may file a written request with the Plan Administrator to conduct a full and fair review of the denial of the claimant’s claim for benefits.  In connection with the claimant’s appeal of the denial of his or her benefit, the claimant may review pertinent documents and may submit issues and comments in writing.

17.05     Decision on Review of Denial of Claim .  The Plan Administrator shall deliver to the claimant a written decision on the claim promptly, but not later than 60 days, after the receipt of the claimant’s request for review, except that if there are special circumstances, which require an extension of time for processing, the aforesaid 60-day period may be extended to 120 days.  Such decision shall (i) be written in a manner calculated to be understood by the claimant, (ii) include specific reasons for the decision, and (iii) contain specific references to the pertinent Plan provisions upon which the decision is based.

 

 

 

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17.06     Limitations Periods for Filing Claims and Legal Actions .  T o be considered timely filed under the Plan s claims procedures   and notwithstanding anything in this Plan to the contrary, a claim for benefits filed after January 31, 201 6 must be filed with the appropriate Claims Fiduciary under Sections 17.02 or 17.04 before the first (1 st ) anniversary of the date on which claimant knew or reasonably should have known of the principal facts upon which the claim is based.  Notwithstanding anything in this Plan to the contrary, a legal action to recover Plan benefits or to enforce or clarify rights under the Plan under ERISA Section 502, ERISA Section 510 or under any other provision of law, whether statutory or no t, may not be brought after January 31, 2016 by any claimant on any matter pertaining to this Plan unless the legal action is initiated in the proper forum before the earlier of (i) the expiration of thirty (30) completed calendar months after the date on which the claimant knew or reasonably should have known of the principal facts on which the claim is based, or (ii) the expiration of six (6) completed calendar months after the claimant has exhausted the applicable claims procedures under this Plan. For the purpose   of applying   this Section, knowledge of all facts that the Participant knew or reasonably should have known will be imputed to every claimant who is, or who purports to be, a Beneficiary of the Participant or otherwise purports to derive an entitlement to a Plan benefit or a Plan right by reference to the Participant.

Exhaustion of the Plan s claims procedures is mandatory for every claim and dispute of whatever nature or from whatever source and arising under this Plan.   As to such claims and disputes, no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under ERISA Section 502, ERISA Section 510 or under any other provision of law, whether or not statutory, until the applicable claims procedures set forth in the Plan have been exhausted in their entirety .  

In any legal action described in this Section, all explicit and all implicit determinations by the Administrator , any Claims Fiduciary   and all other persons determining or reviewing claims in such legal action (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

Any interpretation,   determination or other action of such persons shall be subject to   change only if it was arbitrary or capricious or a more serious abuse of   discretion.  Any external review of a final decision or action by such persons   reviewing a claim under this Plan shall be based only on such evidence presented to   or considered by such persons at the time they made the decision or decisions that   are the subject of review.

 

 

 

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ARTI CLE XVIII

AMENDMENT AND TERMINATION

18.01     Employer May Amend Plan .  The Plan may be modified or amended in whole or in part by the action of the Board of Directors of the Employer at any time or times, and retroactively if it is deemed advisable by the Directors to conform the Plan to conditions which must be met to qualify the Plan or the Trust Indenture for tax benefits available under the applicable provisions of the Internal Revenue Code as it exists at any such time or times; provided ,   however , that no such modifications or amendment shall make it possible for any part of the Trust Fund to be used for purposes other than the exclusive benefit of the Participants or their Beneficiaries.

Notwithstanding the above paragraph, an amendment to the Plan may not decrease a Participant’s Accrued Benefit, and may not reduce or eliminate a benefit, right or feature of this Plan that is protected under Code Section 411(d)(6) (except as provided for by the Code or the Treasury Regulations issued thereunder) determined immediately prior to the date of adoption, or if later, the effective date of the amendment.  Should any early retirement benefit or other optional retirement benefits be changed by amendment to this Plan, all benefits accrued prior to the date of such amendment shall not be reduced.    

18.02     Employer May Discontinue Plan .  The Employer reserves the right at any time to partially terminate the Plan or to terminate the Plan in its entirety.  Any such termination or partial termination of such Plan shall become effective immediately upon receipt by the Trustee of a copy of the vote or resolutions of the Directors of the Employer terminating its Plan, certified as true and correct by the clerk or secretary of the Employer.  A partial plan termination shall be deemed to have occurred based on the facts and circumstances in existence at the time as required by Section 1.411(d)-2(b)(1) of the Treasury Regulations and Revenue Ruling 2007-43 and upon any such partial termination, the rights of all affected employees to the amounts credited to their accounts shall be non-forfeitable.

In the event of termination of the Plan there shall be a 100% vesting and nonforfeitability of all rights and benefits under this Trust and Plan irrespective of the length of participation under the Plan.  However, the Trust shall remain in existence, and all of the provisions of the Trust shall remain in force, which are necessary in the sole opinion of the Trustees other than the provisions relating to Employer and Employee contributions.  All of the assets on hand on the date specified in such resolution shall be held, administered and distributed by the Trustees in the manner provided in the Plan, except that a Participant shall have a 100% vested and nonforfeitable interest in his or her Accounts, subject to Section 18.05.

Subject to Section 18.05, any other remaining assets of the Trust Fund shall also be vested in Participants on a pro rata basis based on their respective Accrued Benefit in relation to the aggregate of the Accrued Benefits of all Participants.  In the event of a

 

 

 

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par tial termination of Plan, this S ection will only apply to those Participants who are affected by such partial termination of Plan.  In the event that the Board of Directors of the Employer shall decide to terminate completely the Plan and Trust, they shall be terminated as of a date to be specified in certified copies of its resolution to be delivered to the Trustees.  Upon termination of the Plan and Trust, after payment of all expenses and proportional adjustment of Participants’ Accounts to reflect such expenses, fund profits or losses and reallocations to the date of termination, each Participant shall be entitled to receive in cash any amounts then credited to his or her Participants’ Accounts.

18.03     Discontinuance of Contributions .  In the event that the Employer shall completely discontinue its contributions, each Participant or Beneficiary of a Participant affected shall be fully vested in any values credited to his or her Participant’s A ccounts.  All of the assets on hand on the date contributions are discontinued shall be held, administered and distributed by the Trustees in the manner provided in the Plan.

18.04     Merger and Consolidation of Plan, Transfer of Plan Assets or Liabilities .  In the case of any merger, consolidation with or transfer of assets or liabilities by the Employer to another plan, each Participant in the Plan on the date of the transaction shall have a benefit in the surviving plan (determined as if such plan were terminated immediately after the transaction) at least equal to the benefit to which he or she would have been entitled to receive immediately prior to the transaction if the plan had then terminated.

18.05     Return of Employer Contributions Under Special Circumstances .  Notwithstanding any provisions of this Plan to the contrary:

(a)              Any monies or other Plan assets held in Trust by the Trustee attributable to any contributions made to this Plan by the Employer because of a mistake of fact may be returned to the Employer within one year after the date of contribution.

(b)             Any monies or other Plan assets held in Trust by the Trustee attributable to any contribution made by the Employer which is conditional on the initial qualification of the Plan, as amended, under the Internal Revenue Code may be refunded to the Employer; provided that:

(i)          the Plan amendment is submitted to the Internal Revenue Service for qualification within one year from the date the amendment is adopted, and

(ii)         Such contribution that was made conditioned upon Plan requalification is returned to the Employer within one year after the date the Plan’s requalification is denied.

(c)            Any monies or other Plan assets held in Trust by the Trustee attributable to any contribution made by the Employer which is conditional on the deductibility of such contribution may be refunded to the Employer, to the extent the deduction is disallowed under Code Section 404, within one year after the date of such disallowance.

 

 

 

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AR TICLE XIX

MISCELLANEOUS

19.01     Protection of Employee Interest .  No Participant, Beneficiary or other person, including alternate payees entitled to benefits pursuant to a Qualified Domestic Relations Order, shall have the right to assign, pledge, alienate or convey any right, benefit or payment to which he or she shall be entitled in accordance with the provisions of the Plan, and any such attempted assignment, pledge, alienation or conveyance shall be null and void and of no effect.  To the extent permitted by law, none of the benefits, payments, proceeds or rights herein created and provided for shall in any way be subject to any debts, contracts or engagements of any Participant, Beneficiary, alternate payee or other person entitled to benefits hereunder, nor to any suits, actions or other judicial process to levy upon or attach the same for the payment thereof.  Provided ,   however , that this provision does not preclude the Plan Administrator from complying with the terms of a Qualified Domestic Relations Order.

If any Participant shall attempt to alienate or assign his or her interest provided by the Plan, the Plan Administrator shall take such steps as it deems necessary to preserve such interest for the benefit of the Participant or his or her Beneficiary.

Notwithstanding anything in this Section or in the Plan to the contrary, the Plan Administrator (i) shall comply with the terms of any Qualified Domestic Relations Order, as described in Code Section 414(p) entered on or after January 1, 1985, and (ii) shall comply with the terms of any domestic relations order entered before January 1, 1985 if the Administrator is paying benefits pursuant to such order on such date.

19.02     USERRA Compliance N otwithstanding any provisions of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with the rules and requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994 a nd Code Section 414(u).

19.03     Amendment to Vesting Schedule .  No amendment to the Plan vesting schedule shall deprive a Participant of his or her nonforfeitable rights to benefits accrued to the date of the amendment.  Further, if the vesting schedule of the Plan is amended, or the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s nonforfeitable percentage, each Participant with at least 3 Years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment, to have his or her nonforfeitable percentage computed under the Plan without regard to such amendment.  The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the latest of:

(i)           60 days after the amendment is adopted;

(ii)           60 days after the amendment becomes effective; or

 

 

 

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(iii)        60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator.

19.04     Meaning of Words Used in Plan .  Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all cases where they would so apply.  Wherever any words are used herein in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. 

Titles used herein are for general information only and this Plan is not to be construed by reference thereto.

19.05     Plan Does Not Create Nor Modify Employment Rights .  The Plan and Trust shall not be construed as creating or modifying any contracts of employment between the Employer and any Participant.  All Employees of the Employer shall be subject to discharge to the same extent that they would have been if the Plan and Trust had never been adopted.

19.06     Massachusetts Law Controls .  This Plan shall be governed by the laws of the Commonwealth of Massachusetts to the extent that they are not pre-empted by the laws of the United States of America.

19.07     Payments to Come from Trust Fund .  All benefits and amounts payable under the Plan or Trust Indenture shall be paid or provided for solely from the Trust Fund, and neither the Employer nor the Plan Administrator assumes any liability or responsibility therefor.

19.08     Receipt and Release for Payments Any payment to any Participant, his or her legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of this Plan and Trust, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, any of whom may require such Participant, legal representative, Beneficiary, guardian, custodian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.

19.09     Electronic Communications .     A ny electronic communications made by the Plan to Participants in regards to eligible rollover distribution tax notices, Participant consents to distributions, and tax withholding notices shall comply with the requirements contained in Treasury Regulation Section 1.401(a)-21, in addition to all otherwise applicable requirements relating to the specific communication.

19.10     Plan Interpretation .     I f, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole and exclusive judgment, the provision shall be considered ambiguous and shall be interpreted by all Plan fiduciaries in a fashion consistent with its intent, as determined

 

 

 

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by the Employer in its sole discretion.  The Employer shall amend the Plan retroactively to cure any such ambiguity.  This S ection may not be invoked by any person to require the Plan to be interpreted in a manner that is inconsistent with its interpretation by Plan fiduciaries.

 

 

 

 

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EXECUTED, this 26th day of January , 20 16 .

 

 

 

 

 

 

 

The   Hanover   Insurance   Company

 

 

 

 

 

 

 

 

 

 

By:

/s/   Elena   Patronas

 

 

 

Name:   Elena   Patronas

 

 

 

Title: Vice President

 

 

 

 

 

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APPENDIX A

Special p rovisions a pplicable to Employees formerly employed by One Beacon Insurance Group, LTD . or a business entity affiliated with One Beacon Insurance Group, LTD .

Notwithstanding anything elsewhere in the Plan to the contrary, the following special rules shall apply to each person (i) who became employed by the Employer on or after December 3, 2009, in connection with the transactions contemplated by the Renewal Rights and Asset Purchase Agreement dated December 3, 2009 by and among The Hanover Insurance Company, The Hanover Insurance Group, Inc., One Beacon Insurance Group, LTD . and certain business entities affiliated with One Beacon Insurance Group, LTD . and (ii) who was employed by One Beacon Insurance Group, LTD . or a business entity affiliated with One Beacon Insurance Group, LTD . immediately before being employed by the Employer:

1.           For the purposes of vesting , each such person shall be given a past service credit under the Plan for his or her period of employment with One Beacon Insurance Group, LTD . or any business entity affiliated with One Beacon Insurance Group, LTD . from his most recent date of hire as shown on records furnished to the Employer to and including the date on which such person became employed by the Employer to the same extent as though such period were a period of employment with the Employer.

2.           Any compensation paid to any such person by One Beacon Insurance Group, LTD . or a business entity affiliated with One Beacon Insurance Group, LTD . prior to the date on which such person became employed by the Employer shall NOT be taken into account for the purposes of this Plan.

 

 

 

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APPENDIX B

 

Special provisions applicable to Employees formerly employed by (i) Campania Holding Company, Inc. or its direct or indirect subsidiaries (“Campania”); (ii) Benchmark Professional Insurance Services, Inc. or its direct or indirect subsidiaries (“Benchmark”); or (iii) Insurance Company of the West or its direct or indirect subsidiaries (“ICW”).

Notwithstanding anything elsewhere in the Plan to the contrary, the following special rules shall apply to each person who became employed by the Employer:

·

On or about January 15, 2010, in connection with the transactions contemplated by the Stock Purchase Agreement by and among The Hanover Insurance Group, Inc., Richard J. O’Gorman, Katherine Dimitrakopoulos and Benchmark Professional Insurance Services, Inc. dated January 15, 2010, and who was employed by Benchmark immediately before being employed by the Employer;

·

On about March 31, 2010, in connection with the transactions contemplated by the Stock Purchase Agreement by and among The Hanover Insurance Group, Inc., Iona LLC, Campania Holding Company, Inc. and the Principal Members of Iona, LLC, dated January 15, 2010, and who was employed by Campania immediately before being employed by the Employer; or

·

On or after July 8, 2010, in connection with the transactions contemplated by Surety Business Transition Agreement by and among Insurance Company of the West, certain of its insurance company subsidiaries and The Hanover Insurance Company dated July 8, 2010, and who was employed by ICW immediately before being employed by the Employer.

1.           For the purposes of vesting, each such person shall be given a past service credit under the Plan for his or her period of employment with, as applicable, Campania, Benchmark or ICW, that immediately preceded his or her employment with the Employer, from his or her most recent date of hire as shown on records furnished to the Employer to and including the date on which such person became employed by the Employer to the same extent as though such period were a period of employment with the Employer.

2.          Any compensation paid to any such person by, as applicable, Campania, Benchmark or ICW prior to the date on which such person became employed by the Employer shall NOT be taken into account for the purposes of this Plan.

 

 

 

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APPENDIX C

 

Special provisions   applicable to E mployees formerly employed by (i) Professionals Direct, Inc. or its direct or indirect subsidiaries (“PDI”); (ii) Verlan Holdings, Inc. or its direct or indirect subsidiaries (“Verlan”); or (iii) AIX Holdings, Inc. or its direct or indirect subsidiaries (“AIX”).

(a)          PDI

 

Pursuant to a certain Agreement and Plan of Merger by and among Professionals Direct, Inc., Hanover Acquisition Corp. and The Hanover Insurance Group, Inc. dated June 25, 2007, on September 14, 2007 (the “PDI Closing Date”), an Affiliate of the Employer acquired Professionals Direct, Inc. and its subsidiaries.  Employees of PDI who continued to be employed by PDI after the PDI Closing Date (“PDI Closing Hires”) remained employees of PDI (now an Affiliate of Employer) on a separate PDI payroll up to and through December 31, 2007 (the “PDI Transition Period”) when their employment was transferred from PDI to the Employer.

 

(1)            Notwithstanding anything elsewhere in the Plan to the contrary, the following special rules shall apply to PDI Closing Hires:

 

(i)          PDI Closing Hires shall be eligible to participate in the Plan, subject to its provisions, effective as of the PDI Closing Date and to the same extent that such employees would otherwise have been eligible to participate in the Plan had such PDI Closing Hires commenced employment with the Employer on the PDI Closing Date.

(ii)         For the purposes of vesting, each such person shall be given a past service credit under the Plan for his or her period of employment with PDI that immediately preceded his or her employment with the Employer, from his or her most recent date of hire as shown on records furnished to the Employer to and including the date on which such person became employed by the Employer (or if terminated during the PDI Transition Period, until the date of termination) to the same extent as though such period were a period of employment with the Employer.

(iii )          Any compensation paid to any such person by PDI prior to the PDI Closing Date shall NOT be taken into account for the purposes of this Plan.

(b)         Verlan

 

(1)            Notwithstanding anything elsewhere in the Plan to the contrary, the following special rules shall apply to each person who became employed by the Employer effective on or about March 14, 2008, in connection with the transactions contemplated by the Agreement and Plan of Merger by and among The Hanover Insurance Group, Inc., Northdale Acquisition Corp. and Verlan

 

 

 

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Holdings, Inc. dated January 10, 2008, and who was employed by Verlan immediately before being employed by the Employer;

 

(i)             For the purposes of vesting, each such person shall be given a past service credit under the Plan for his or her period of employment with Verlan that immediately preceded his or her employment with the Employer, from his or her most recent date of hire as shown on records furnished to the Employer to and including the date on which such person became employed by the Employer to the same extent as though such period were a period of employment with the Employer.

(ii)             Any compensation paid to any such person by Verlan prior to the date on which such person became employed by the Employer shall NOT be taken into account for the purposes of this Plan.

(c)         AIX

 

Pursuant to a certain Stock Purchase Agreement by and among AIX Holdings, Inc., certain of its shareholders and The Hanover Insurance Group, Inc. dated August 5, 2008, on November 28, 2008 (the “AIX Closing Date”), an Affiliate of the Employer acquired AIX Holdings, Inc. and its subsidiaries.  Employees of AIX who continued to be employed by AIX after the AIX Closing Date (“AIX Closing Hires”) remained employees of AIX (now an Affiliate of Employer) on a separate AIX payroll up to and through December 31, 2009 (the “AIX Transition Period”) when the employment of these employees was transferred from AIX to the Employer.  Additionally, those employees hired by AIX during the AIX Transition Period (“AIX Transition Hires”) also remained employees of AIX on a separate AIX payroll until the expiration of the AIX Transition Period when such employees were transferred from AIX to the Employer.

(1)            Notwithstanding anything elsewhere in the Plan to the contrary, the following special rules shall apply to AIX Closing Hires and AIX Transition Hires:

 

(i)             AIX Closing Hires shall be eligible to participate in the Plan, subject to its provisions, effective as of the AIX Closing Date and to the same extent that such employees would otherwise have been eligible to participate in the Plan had such AIX Closing Hires commenced employment with the Employer on the AIX Closing Date.

(ii)            AIX Transition Hires shall be eligible to participate in the Plan, subject to its provisions, effective as of as their date of hire by AIX and to the same extent that such employees would otherwise have been eligible to participate in the Plan had such AIX Transition Hires commenced employment with the Employer on their date of hire with AIX.

(iii)          For the purposes of vesting, each such person shall be given a past service credit under the Plan for his or her period of employment with

 

 

 

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AIX that immediately preceded his or her employment with the Employer, from his or her most recent date of hire as shown on records furnished to the Employer to and including the date on which such person became employed by the Employer (or if terminated during the AIX Transition Period, until the date of termination) to the same extent as though such period were a period of employment with the Employer.

(iv)           Any compensation paid to any such person by AIX prior to the AIX Closing Date shall NOT be taken into account for the purposes of this Plan.

 

 

 

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Exhibit 10.3 6

PICTURE 1

 

 

 

 

 

 

 

CHAUCER SYNDICATES LIMITED

 

 

 

 

and

 

 

 

ROBERT STUCHBERY

 

 

 

 

 

 

 

Service Agreement

 

 

 

 

 


 

Service Agreement

 

 

 

Dated

01 JANUARY2016

 

Between:

(1)            CHAUCER SYNDICATES LIMITED a company registered in England and Wales under number 00184915 whose registered office is at Plantation Place, 30 Fenchurch Street, London, EC3M 3AD (the Company); and

(2)            ROBERT STUCHBERY of XX and referred to as you in the course of this Agreement).

1           Commencement of employment

1.1         Your employment with the Company commenced on 1 October 1987 and shall continue until either party gives notice to the other in accordance with Clause 14.1

1.2         You warrant that by entering into this Agreement or any other arrangements with the Company you are or will not be in breach of or subject to any express or implied terms of any contract with, or other obligation to, any third party binding on you, including, without limitation, any notice period or the provisions of any restrictive covenants or confidentiality obligations arising out of any employment with any other employer or former employer. You hereby indemnify and hold harmless   the Company against all claims ,   costs, da mages and expenses which the Company incurs in connection with any claim in relation to such contract or covenant by which you are so bound or subject.

1.3         You warrant that at the time of entering into this Agreement you have the right to work in the United Kingdom and you agree to provide to the Company copies of all relevant documents in this respect at the request of the Company, and in any event prior to the c ommencement of your employment. If at any time during the course of this Agreement you cease to have the right to work in the United Kingdom the Company may immediately terminate your employment without payment of compensation.

2           Job title and duties

2.1        With   effect   from   1 November 2015, you shall serve as President   of International Operations of The Hanover or in any other capacity as you and the Company may agree. The nature of the Company's business may result in changes occurring to the content of your role from time to time. You may also be required to carry out such additional or alternative tasks as may from time to time be reasonably required of you.

2.2         The Company reserves   the ri ght  t o appoint any   other person to act jointly   or in conjunction with (or in place of you if you are suspended or placed on Garden Leave (as defined in Clause 13.1) in accordance with the provisions of this Agreement) you in any position which you may be assigned from time to time.

2.3         You shall:

2.3.1      faithfully and diligently perform such duties as you are required to undertake from time to time;

2. 3.2     obey the reasonable and lawful directions of the Company;

2.3.3      exclusively devote the whole of your time, skills, ability and attention to the business of the Company;

2.3.4     at all times act in the way you consider in good faith, most likely to promote the success of the Company for the benefit of the members as a whole in accordance with section 172 of the Companies Act 2006;

2.3.5      perform your services in a professional and competent manner and in co-operation with others;

2.3.6     keep the Company at all times promptly and fully informed (in writing if so requested) of your conduct of and activities in relation to the business of the Company and any Group Company and provide such explanations in connection therewith as the Company may require from time to time

 

 

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including for the avoidance of doubt, any misconduct of other employees or directors or your own; and

2.3. 7     comply with the duties set out in Companies Act 2006;

2.4        You shall at all times comply with and shall not cause the Company or any Group Company to breach or contravene any and all rules, regulations and requirements of any regulatory body, stock exchange, code of conduct or statutory provision to which you, the Company  and/or any Group Company is from time to time subject, including, without limitation, the UK Listing Authority (including the Model Code), the Financial Services and Markets Act 2000, UK Bribery Act 2010, any rules and guidelines of the Pri dential Regulation Authority, ("PRA") Financial Conduct Authority ("FCA" )   and/or the London Stock Exchange and/or Lloyd's of London binding on the Company or any Group Company as introduced from time, and any rules, regulations or procedures made by the Company and/or any Group Company from time to time, including, without limitation, the Company's Code of Conduct.

2.5         You shall at all times comply with and shall not cause the Company or any Group Company to breach or contravene any and all statutes, rules, regulations, administrative orders and other requirements to which you, the Company and/or any Group Company is from time to time subject, and which relates to Sanctions. "Sanctions" shall refer to the various restrictions, limitations, prohibitions or other requirements affecting the ability of the Company or any Group Company to do business with certain individuals, companies, governments or other persons and shall include, without limitation, country specific sanctions, sectoral sanctions, financial sanctions, trade sanctions, secondary sanctions and sanctions involving "specially designated nationals" or other identified individuals or persons, which may be imposed by the United Nations, the European Union, the United Kingdom, HMT Treasury or the United States (including any administered by the U.S. Department of the Treasury, Office of Foreign Asset Control (OFAC)). In particular, note that you may be deemed a "United States person" for purposes of various sanctions regi mes imposed by the United States and therefore there may be certain proscribed actions that apply to you in your individual, officer, managerial and director capacities that would not otherwise apply to the Company or United Kingdom citizens or residents acting outside the territorial jurisdiction of the United States

2.6          You shall i f   and so long as the Company requires and wi thout further remuneration therefore (except as otherwise agreed) carry out duties on behalf of any Group Company and act as a director of any Group Company.

2.7         The Company may at its sole discretion transfer your employment and assign the provisions of this Agreement to any Group Company at any time, including on a secondment basis.

3           Place of work

Your place of work will be at the offices of the Company in the City of London or such other place of business as the Company may reasonably require. You may be required to work outside the United Kingdom from time to time but, unless otherwise agreed with the Company, you will not be required to work outside the United Kingdom for a consecutive period of more than one month.

4           Remuneration

4.1        Your basic salary will be £ £376,500.per annum less any deductions required by law and shall be paid in equal instalments monthly in arrears on or around the 27th of each month. Your basic salary shall accrue from business day to business day on the basis of 1/260 annual salary.

4.2        You agree that the Company may deduct from the basic salary or any other sum due to you (including any pay in lieu of notice) any amounts due to the Company including, without limitation, any overpayment of salary, loan or advance made to you, the cost of repairing a ny damage or lo ss to the Compan y's prop erty caused by you   (and of recovering such costs) and any sums in respect of Clause 12.7 of this Agreement.

4.3         Your basic salary shall be reviewed annuall y at the end of the calendar year an d   any resulting changes will be effective from the following April. There is no obligation on the Company to increase your basic annual salary pursuant to any such review or otherwise.

 

 

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4.4         The remuneration specified in Clauses 4 and 5 shall be inclusive of any fees to which you may be entitled as a director of the Company or any Group Company or of any other Company or any unincorporated body in which you hold the office as nominee or representative of the Company.

4.5        Payment of basic salary and bonus (if any) to you shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Company may from time to time think fit.

5           Discretionary bonus and LTl

5.1         The Company may operate from time to tim e a non-contractual discretionary bonus scheme. The Company reserves the right to amend, suspend or withdraw the Annual Bonus Scheme at any time.

5.2         Subject to the rules of the Annual Bonus Scheme, the Company at its sole and absolute discretion and determination may deter mine whether or not to declare and pay a discretionary bonus payment to you. Please see the Annual Bonus Scheme rules for further details.

5.3         The final decision as to whether any targets have been achieved and the decision as to whether to award a bonus in any given year, the amount of such bonus and when it is paid will be at the discr etion of t he Company. You acknowl edge that you have no contractual right to receive a bonus until it is declared in writing in respect of the financial year to which it relates and that you will not acquire such a right on the basis that during your employment you have received one or more bonus payments.

5.4        You shall not be entitled to receive a bonus if on the date that the bonus for the relevant bon us period is declared you are no longer employed by the Company (for whatever reason and howsoever caused and whether the termination of your employment was in breach of contract or otherwise) or any Group Company or you are under notice of termination of employment (whether such notice was given by you or the Company) or you are o n   Garden Leave (as defined below   in Clause 13. 1) or you are suspended pursuant to the terms of this Agreement.

5.5         You shall al so be eli gible to be select ed to parti cipate in the Long Term Incentive   Programme (LTIP) or its confirmed equivalent. Please see the rules for further details.

6              Pension scheme

6.1          The Executive shall be enti tled to be a member of th e   Company's defined benefit Pension Scheme ("the Scheme") subject to and upon the rules of the Scheme from time to time in effect or if the Executive elects not to join the Scheme to require the Company to pay such amount (calculated as a percentage of the Executive's basic salary payable   pursuant to Clause 4.1) as shall be agreed with the Board to a personal pension scheme of the Executive' s choice. A copy of the rules of the Scheme can be obtained from the Human Resources Department. For the avoidance of doubt, the Company shall not be liable to compensate the Executive in relation to any tax he may be obliged to pay on any such payments in so far as they may not be paid into an approved pension scheme.

6.2           The Company shall be entitled at any time to terminate the Company's Pension Scheme or any Employee' s membership of it subject to providing Employees with the benefit of an equi valent Pension Scheme ("the New Scheme" ) each and every benefit of whi ch shall be not   less favourable than the benefits   provided t o Employees under the company's existing Pension Scheme, ensuring that the Employees are fully cr edited in the New Scheme for th eir pensionable service in the Company' s existing Pension Scheme for their pensionable service in the Company's existing Pension Scheme as if those years had been under the New Scheme.

7           Permanent health insurance scheme

7.1         You will co ntinue   to be automatically enrolled in the Company's permanent health insurance scheme (the Scheme) at the Company's expense, subject to:

(a)         the terms of the Scheme, as amended from time to time;

(b)          the rules or insurance policy of the relevant insurance provider, as amended from time to time; and

 

 

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(c)          you satisfying   the normal underwriting requirements of the relevant insurance provider of the Scheme and the premium being at a rate which the Company in its sole and absolute discretion considers reasonable.

Full details of the Scheme are available from Human Resources.

7.2         The Company shall only be obliged to make payments to you under the Scheme if it has received payment from the insurance provider for that purpose.

7.3         If the insurance provider refuses for any reason to provide permanent health insurance benefit to you, the Company shall not be liable to provide to you any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit or to make any representations to the insurer on your behalf and you shall have no claim against the Company in respect of that benefit.

7.4        If you are receiving benefits under the Company' s permanent health insurance scheme t he Company shall be entitled to appoint a successor to you to perform all or any of the duties required of you under the terms hereunder and your duties shall be amended accordingly.

8           Other benefits

You are entitled to the following benefits provided at the Company's expense:

(a)         Death in service of 4 x basic salary;

(b)         Private medical cover;

(c)         Season ticket loan

(d)         Cycle scheme;

(e)         Childcare vouchers;

(f)          Eye care vouchers;

(g)          GP Medical scheme; and

(h)          Share Incentive Programme

Please see the Staff Handbook for further details.

8.2        The Company reserves the right to terminate any or all of the schemes referred to in   Clauses 5 to 8   or to amend them at any time.

8.3         All insured benefits are subject to the policy terms and conditions upon which they are incepted or renewed and to you and, if appropriate, your spouse and/or long term partner (which, for the purposes of this Clause, means an unmarried person of either sex who, whil st not related to you by birth or marriage, has been in a committed relationship of mutual caring with  you for at least a year and who shares your principal place of residence and intends to do so indefinite ly) and/or dependant children meeting the underwriting criteria acceptable to the Company. In the event that an insurer of any insured benefit under this Agreement does not meet a claim made by you or on your behalf, then you shall have no claim against the Company in respect of that insured benefit.

9           Expenses

The Company shall reimburse all reasonable out of pocket expenses properly incurred by you in the performance of the duties under this Agreement including travelling, subsistence and entertainment expenses provided you follow the Company's guidelines/allowances in force at the relevant time and provided that you shall, where reasonably practicable, provide the Company with vouchers, invoices or such other evidence of such expenses as the Company may reasonably require.

10         Hours of work

10.1       Your normal working hours ar e Monday to Friday from 9.30am to 5.30pm on each working day with one hour for lunch .   If you work less than normal full time hours your holiday entitlement (including

 

 

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public and I   or bank holidays) will be calculated in direct proportion to the hours you have worked. From time to time you may be required to work such other hours as the Company considers reasonably necessary for you to perform your duties. No further remuneration is payable in respect of such other hours

10.2       By entering into this Agreement you confirm that, for the purposes of the Working Time Regulations 1998, you agree to work i n excess of 48 hours per week if and when required. You may vary these additional hours by giving three months' notice in writing to Human Resources.

10.3       You must devote the whole of your time, attention and abilities during your hours of work for the Company to your duties for the Company and its Group Companies. During your employment ,   you m ay not outside the hours you work for us, w ithout prior written consent, be directly or indirectly involved in any other business or employment. We will not, however, unreasonably withhold permission and will take account of the number of hours that you work for us and the nature of the work with us.

11         Holidays

11.1      In addition to the usual public holidays you will be entitled to 35 working days' paid holiday in each calendar year.

11.2      Holidays may only be taken at such time or times as are approved beforehand by the Company. You must give reasonable notice of proposed holiday dates by completing the Company's standard holiday form which must be signed off in advance by the Company.

11.3      The   holiday year runs from 1 January to 31 December. With the agreement of the Company you may carry forward up to 5 days untaken holiday into the next holiday year, which all must be taken by the end of the following calendar year or will be forfeited and   no payment will be made in respect of any days so forfeited. You will not generally be permitted to take more than 10 consecutive working days' holiday at any one time.

11.4      Upon termination of your employment you will receive pay in lieu of accrued but untaken holiday and the Company may deduct an appropriate sum in respect of days taken in excess of your pro rata entitlement from your final remuneration on the basis that one day's holiday will be calculated as 1/260ths of your basic annual salary.

11.5       In the event that notice of termination of this Agreement is served by either party, the Company may require you to take any accrued but untaken holiday during this notice period (whether or not you are on Garden Leave (as defined below in Clause 13.1)).

11.6       Further provisions in relation to holiday, in particular as to unpaid holiday and cash exchange for holiday, are set out in the Staff Handbook.

12         Sickness and other absence

12.1       If you are unable to attend at work by reason of sickness or injury or any unauthorised reason you must inform the Company as soon as possible on the first day of absence (and in any event not later than 10.00 am on the first day of absence) and, in the case of absence of uncertain duration, you must keep the Company regularly informed of the reason for your continued absence and your likely date of return. You are expected to observe this rule very strictly since failure to do so entitles the Company to stop payment in respect of each day you fail to notify the Company.

12.2       If your absence, due to sickness or injury, is for less than seven days (whether or not working days) , on your return to work you are required to immediately complete a self­ certification form available from the Company .   If your absence continues for more than seven consecutive days (whether or not working days) you must provide the Company with a doctor's certificate from the seventh consecutive day of sickness or injury. This doctor's certificate must be provided to the Company promptly following the seventh consecutive day of absence. If illness continues after the expiry of the first certificate, further certificates must be provided promptly to cover the whole period of absence.

12.3      For the purposes of the Statutory Sick Pay scheme the agreed 'qualifying days' are   Monday to Friday.

 

 

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12.4      Subject to your com pliance with   the   Company's sickness absence procedures (as amended from time to time), the Company will pay full salary and contractual benefits during any period of absence due to sickness or injury for up to an aggregate of 3 months in   any 52 week period (whether such absence is continuous or intermittent in any calendar year). Such payment shall be inclusive of any Statutory Sick Pay due in accordance with applicable legislation in force at the time of absence (less any other statutory benefits applicable to you). Thereafter, the Company shall pay Statutory Sick Pay or equivalent benefit up to 28 weeks to which you may be entitled subject to your compliance with the appropriate rules. Thereafter, you will be required to claim incapacity benefit.

12.5       Whether absent from work or not, you may be required to undergo a medical ex amination by a Company doctor. You authorise the medical practitioner to disclose and discuss with the Company any report prepared as a result of any such examination pursuant to the Access to Medical Reports Act 1988. The Company has the right to postpone your return to work (and the continuance and reinstatement of your normal pay, if appropriate) until the medical practitioner has confirmed that you are fit to perform your duties.

12.6       The payment of sick pay in accordance with this Clause 12 is without prejudice to the Company's right to terminate this Agreement prior to the expiry of your right to payments irrespect ive of the provisions of any outstanding or prospective entitlement to pay in   accordance with Clause 12.4, private medical insurance, permanent health insurance or long term disability benefits. The Company will not be liable for any loss arising from such termination.

12.7       If your absence shall be occasioned by the actionable negligence of a third party in respect of which damages are recoverable, you shall:

12.7.1   forthwith notify the Company of all   the   relevant   circumstances and of any claim, compromise, settlement or judgment made or awarded in connection therewith;

12.7.2   if the Company so requires, refund to the Company such sum as the Company may determine, not exceeding the lesser of:

(a)           the amount of damages recovered by you under such compromise, settlement or judgment; and

(b)             the sums advanced to you in respect of the period of incapacity.

12.8      Further provisions in relation to sickness are set out in the Staff Handbook.

13         Garden leave

13.1      The Company reserves the right to require that you do not attend the Company premises or have contact  w ith other staff, clients, agents, ceding companies ,   brokers, representatives and suppliers of the Company or any Group Company for such period as the Company feels is reasonable. This includes any period or part of any period during which you are serving notice as set out in Clause 14 below (referred to in this Agreement as Garden Leave).

13.2      You will continue to owe all other duties and obligations (whether express or implied including fidelity and good faith) during such period of Garden Leave. During any period of Garden Leave you shall continue to receive full pay and benefits excluding any bonus.

13.3       In the event that you are placed on Garden Leave the Company is entitled to provide you with no duties or such duties as the Company shall in its absolute discretion determine. Further the Company may announce to employees, clients, other third parties, and within Lloyd's of London that you have been given notice of termination or that you have res igned as appropriate. By placing you on Garden Leave, the Company will not be in breach of this Agreement or any implied duty of any kind whatsoever nor will you have any claim against the Company in respect of any such action.

13.4      During any   period of Garden Leave you w ill   keep the Company informed of your whereabouts and remain readily contactable and available for work. In the event that you are not available for work having been requested and having been given reasonable notice (in the Company's opinion) by the Company to do so, you will, notwithstanding any other provision of this Agreement, forfeit any right

 

 

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to salary and contractual benefits.

13.5      During any period of Garden Leave the Company may require you to deliver up any Confidential Information or property of the Company and upon instruction ,   delete any emails , spreadsheets or other Confidential Informat ion and refrain from accessing the computer or other similar data system of the Company and you will confirm your compliance with this Clause 13.5 in writing if requested to do so by the Company.

13.6       During any period of Garden Leave the Company may require you to take any accrued but untaken holiday entitlement. For the avoidance of doubt, the normal policy applicable to the approval of holiday prior to taking holiday continues to apply during any period of Garden Leave.

13.7       During any period of Garden Leave the Company may request that you resign from any office of the Company and the resignation shall not constitute grounds for a claim for constructive dismissal.

14         Notice

14.1      If either party wishes to terminate your employment, it should give to the other 12 months' notice in writing. This does not preclude the Company from terminating your employment without notice in certain circumstances e.g. gross misconduct.

14.2      The Company reserves the right in its sole and absolute discretion to give a payment to you in lieu of all or any part of the notice of termination (whether such notice was given by you or the Company). Pay in lieu will consist of basic salary and benefits set out in Clause   8   which shall be valued at the cost to the Company of providing such benefits for all or any unexpired part of the notice period. For the avoidance of doubt, any payment in lieu made pursuant to this Clause 14.2 will not include any element in relation to:

(a)            any bonus or commission payments that might otherwise have been due to you during the period for which the payment in lieu is made; and

(b)            any payment in respect of any holiday entitlement that would have accrued during the period for which the payment in lieu is made.

14.3      Your employment may be terminated immediately without notice where you:

(a)            commit gross misconduct which includes, but is not limited to, dishonesty, fraud, theft ,   being under the influence of alcohol or drugs at work, causing actual or threatening physical harm and causing damage to Company property;

(b)            are made bankrupt;

(c)            commit a material or repeated breach or non-observance of your duties or any of the provision s of this Agreement or fail to observe the lawful directions of the Company;

(d)            are convicted of a criminal offence (other than an offence under the road traffic legislation in the United Kingdom or elsewhere for which a non-custodial sentence is imposed);

(e)            become of unsound mind or a patient for the purpose of any statute relating to mental health;  

(f)             fail to reach performance requirements set by the Company after receiving a written warning regarding your performance from the Company;

(g)            are guilty, in the reasonable opinion of the Company, of any material breach of any Lloyd's Byelaw or any provision of the Lloyd's Act 1982, or any rules or guidelines applicable to the Company issued by the Financial Services Authority from time to time not capable of being remedied within a reasonable time or, if capable of remedy within a reasonable time, not being remedied within such time;

(h)            are prevented or suspended from working in financial and/or insurance services or have any restriction placed upon your activities by the Financial Services Authority, Lloyd's of London or similar regulatory body;

(i)             act in a manner which in the opinion of the Company, brings the Company into disrepute or

 

 

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otherwise prejudices or is considered likely to prejudice the reputation of the Company;

(j)             have been disqualified from being a director by reason of any order made under the   Company Directors Disqualification Act 1996 or any other enactment;

(k)            resign of your own choice as a director of the Company, not being at the request of the Company or the board of directors of the Company;

(I)             in the reasonable opinion of the Company, are guilty of any serious negligence in connection with or affecting the business or affairs of the Company; and/or

(m)          are unfit to carry out the duties hereunder because of sickness, injury or otherwise for an aggregate period of 26 weeks in any 52 week period even if, as a result of such termination, you would or might  forfeit  any entitlement to benefit from sick pay under Clause 12.4 above or permanent health insurance under Clause 7 above.

14.4      Any delay or forbearance by the Company in exercising any right of termination in accordance with Clause 14.3 above will not constitute a waiver of such right.

14.5      If (a) the Company in general meeting shall remove you from the office of director of the Company or (b) under the Articles of Association for the time being of the Company you shall be obliged to retire by rotation or otherwise and the Company in general meeting shall fail to re-elect you as a director of the Company (either such case being referred to in this Clause 14.5 as an "Event"), then your employment shall automatically terminate with effect from the date of the Event, but if such termination shall be caused by any act or omission of either party (and, for the avoidance of doubt, an act or omission of the Company's shareholders shall be an act or omission of the Company for these purposes) without the consent, concurrence or complicity of the other party, then such act or omission shall be deemed a breach of this Agreement, and such termination shall be without prejudice to any claim for damages of either party in respect of such breach.

14.6       The termination by the Company of your employment will be without prejudice to any claim which the Company may have for damages arising from your breach of this Agreement.

14.7       On termination of your employment (howsoever arising and whether terminated in breach or otherwise) or on either the Company or you having served notice of such termination, you shall:

14.7.1   at the request of the Company resign from office as a director of the Company and all offices held by you in any Group Company;forthwith deliver to the Company all Confidential Information and all materials in the scope of Clause 16 including copies of any materials and all credit cards and other property relating to the business of the Company or any Group Company which may be in your possession or under your power or control and provide a signed statement   that you have   fully   complied with the obligations under this Clause 14.7.1; and

14.7.2   co-operate with the Company by providing such assist ance as may reasonably be required in connection with any handover arrangements or any claim made by or against any the Company or any Group Company. For the avoidance of doubt such assistance may include attending meetings, reviewing   documents,   giving and signing statements/affidavits and attending hearings and giving evidence

15         Disciplinary, dismissal and grievance procedures

15.1       A copy of the Company's disciplinary, dismissal and grievance procedures are set out in the Staff Handbook (a copy of which is on the Company's intranet). These procedures do not form part of your contract of employment.

15.2       Any grievance concerning your employment should be taken up orally in the first instance with Human Resources. If the grievance is not resolved to your satisfaction, you should then refer to the grievance procedure.

15.3       The Company reserves the right to suspend you on full pay and benefits at any time for a reasonable period to investigate any matter that it reasonably believes you may be or may have been involved in.

16           Outside employment, confidential information, conflicting interests and return of company

 

 

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property

16.1      For the purposes of this Clause and Clause 13 above and Clause 17 below the expression Confidential Information shall include, but not be limited to, information which relates to any and all information (whether or not recorded in documentary form or on computer disk or tape), which may be imparted in confidence or which is of a confidential nature or which you may reasonably regard as being confidential or a trade secret, concerning the business, business performance or prospective business, financial information or arrangements, plans or internal affairs of the Company, any Group Company or any of their respective customers including, without prejudice to the generality of the foregoing, all client or customer lists, price sensitive information, technical information and specifications, drawings, designs, prototypes, models, reports, interpretations, forecasts, records, corporate and business plans and accounts, business methods, financial details, projections and targets, remuneration and personnel details, planned products, product specifications, planned services, marketing surveys, research reports, claims, claims statistics, renewal dates, premiums, discounts, in respect of risks accepted by the syndicates managed by the Company or any Group Company all placing information, rates, claims records, and disputes, in respect of the reinsurance programmes and structures arranged for the syndicates managed by the Company, all placing information, rates and claims records, markets used and their respective shares and pricing statistics, aggregation of liability, distribution channels, budgets, fee levels, computer passwords, the contents of any databases, tables, know how documents or materials, commissions, commission charges, pricing policies and all information about research and development, the Company's or any Group Company's suppliers', customers' and clients' names, addresses (including email), telephone, facsimile or other contact numbers and contact names, the nature of their business operations, their requirements for services supplied by the Company or any Group Company and all confidential aspects of their relationship with the Company or any Group Company and all information material to any dispute or litigation involving the Company, and any Group Company, or the Syndicates managed by the Company, or any Group Company.

16.2      During your employment by the Company you shall not, without the prior written consent of the Company, either solely or jointly, directly or indirectly, carry on or be engaged, conc erned or interested in any other trade or business , including, but not limited to, carrying on business with the Company's suppliers or dealers or introducing business, with which the Company is able to deal, to a third party, save that nothing in this Clause   16.2 shall prevent you from holding an investment by way of shares or other securities of up to 3% of the total issued equity share capital of any company where those equity shares are listed on a recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000) or traded on the Alternative Investment Market   of the London Stock Exchange .   Failure to secure advance permission in accordance with this Clause 16. 2   may result in summary dismissal.

16.3      During your employment, you agree that you will not in competition with the Company or any Group Company:

16.3.1    deal with, canvass, solicit or endeavour to take away from the Company, whether directly or indirectly and whether on your own behalf or on behalf of any other person, firm, company or other entity any customers or prospective customers; or

16.3.2   directly or indirectly solicit or entice away from or endeavour to entice away from the   Company any individual employed or engaged by the Company; or

16.3.3   directly or indirectly make preparations to compete with any business carried on by the Company or any Group Company. For the avoidance of doubt, such preparations shall include, but not be limited to, preparing a business plan, seeking finance for any competing business, interviewing potential employees and informing any client, customer, employee, officer, supplier, agent, worker or consultant of the Company or any Group Company that you may resign, has resigned or accepted employment with or is to join or be associated with any competitor of the Company or any Group Company.

16.4      During your employment you shall inform the Company without delay (notwithstanding that this may disclose your own wrongdoing) if you become aware that any director, officer, or senior employee of the Company or any Group Company is planning to terminate their employment or office with the Company or such Group Company or materially breach any of the provisions of their contract of

 

 

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employment or implied duties of loyalty, good faith and fidelity.

16.5       You shall not, other than with the prior written approval of the Company make or issue any press, radio or television statement or publish or submit for publication any letter or article relating directly or indirectly to the business or affairs of the Company or any Group Company its or their officers, directors or employees or your employment or its termination.

16.6      You will not (except with the prior written consent of the Company) except in the proper course of your duties during the continuance of this Agreement, or at any time after the termination of your employment (howsoever caused and whether in breach of contract or otherwise) directly or indirectly:

(a)            disclose or use for your own or for another's purpose or benefit or through any failure to exercise due care and diligence cause any unauthorised disclosure of any Confidential Information which you may learn while in the employment of the Company except as required by a court of law or any regulatory body or that which may be in or become part of the public domain other than through any act or default on your part;

(b)            copy or reproduce in any form or by or on any media or device or allow others access to copy or reproduce any documents (including without limitation letters, facsimiles and memoranda), disks, memory devices, notebooks, tapes or other medium whether or not eye-readable and copies thereof on which Confidential Information may from time to time be recorded or referred to (Documents); or

(c)            remove or transmit from the Company or any Group Company's premises any   Documents.

16.7      Nothing in this Agreement shall prevent you from making a protected disclosure in accordance with section 43A of the Employment Rights Act 1996 and the Public Interest Disclosure Act 1996.

16.8      On demand and in any event upon termination of your employment for any reason by either  party, you must immediately return to the Company all company property including but not limited to all Confidential Information, Documents (as defined above), papers, records, keys, credit cards, mobile telephones, computer and related equipment, PDA or similar device, security passes, accounts, specifications, drawings, lists, correspondence, catalogues or the like relating to the Company's business which is in your possession or under your control and you must not take copies of the same without the Company's express written authority.

17          Restrictive covenants

17.1       For the purpose of this Cla use the following expressions shall   have the following meanings:

Insurance means insurance and/or reinsurance and/or retrocession;

Insured means a person, company or group for which an Insurance policy is issued;

Insurer is an insurer or reinsurer of Insurance;

Lead Insurer means either the slip leader, the Lloyd's lead Insurer or the global lead   Insurer as appropriate;

Person means any person, firm, company, partnership, trust or any other legal entity;

Relevant Period means the period of 12 months ending on the Termi nation Date or, in the event of you being placed on Garden Lea ve (as defined in clause 13.1) the 12 months immediately preceding the first day of Garden Leave;

Restricted Period means the period of 12 months from the Termination Date (howsoever the termination was caused and whether in breach of contract or otherwise); and

Termination Date means the date on which your employment under this Agreement terminates either due to you or the Company terminating in accordance with the terms and conditions of this Agreement or in breach of the terms and conditions of this Agreement.

17.2      During the course of your employment hereunder you are likely to obtain Confidential Information relating to the business of the Company or any Group Company and personal knowledge and

 

 

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influence over clients, intermediaries and employees of the Company or any Group Company. You hereby agree with the Company that to protect the Company's and any and all Group Company's business interests, intermediary and customer connections and goodwill and the stability of its or their workforce, that you will not during the Restricted Period (and in respect of Clauses 17.2(f) and 17.2(g), at any time) without the prior written consent of the board of directors of the Company (such consent not to be unreasonably withheld):

(a)            either on your own account or jointly with or on behalf of any Person directly or indirectly canvass, solicit or entice, or endeavour to canvass, solicit or entice, the custom of or deal, or endeavour to deal, with any Insured with whom or which you, or any person reporting immediately to you, had regularly dealt with either directly, or indirectly through an Insurance broker or other intermediary, during the Relevant Period in respect of business of a type which was carried out by the Company or any Group Company during the Relevant Period and with which you were directly and materially concerned during the Relevant Period;

(b)            either on your own account or jointly with or on behalf of any Person directly or indi rectly canvass, solicit or entice, or endeavour to canvass, solicit or entice, Insurance business from or deal, or endeavour to deal, with any Insurance broker or other intermediary with whom or which during the Relevant Period the Company or any Group Company had to your knowledge negotiations or discussions regarding  the possible introduction of material business to the Company or any Group Company and with whom you, or any person reporting immediately to you, had regularly dealt during the Relevant Period save that this shall not place any restriction upon you canvassing, soliciting or enticing Insurance business from or dealing with such Insurance broker or other intermediary in respect of Insureds for whom such Insurance broker or other intermediary did not place business with the Company or any Group Company during the Relevant Period;

(c)            either on your own account or jointly with or on behalf of any Person directly or indirectly assist, or endeavour to assist, any Insurer, other than a Group Company, to participate in the underwriting of any Insurance risk which is, or has at any time during the Relevant Period been, insured by the Company or any Group Company as the only or Lead Insurer and in respect of which you, or any person reporting immediately to you, had material dealings during the Relevant Period provided that this shall not preclude:-

(i)           the underwriting of a risk which has been shown to have been declined by or written as part of the following market by the Company or Group Company in the Relevant Period or during the Restricted Period;

(ii)          you from subscribing to a risk if the Company or any Group Company remains the Lead Insurer and the Company or Group Company's share of that risk is not diluted as a result.

(d)            except as required by law at any time, do or say anything likely to and/ or calculated to lead any Person to cease to do business or reduce the amount of business it transacts with the Company or any Group Company on terms substantially equivalent to those previously applying or at all;

(e)            either on your own account or jointly with or on behalf of any Person directly or indirectly canvass, solicit or entice away, or endeavour to canvass, solicit or entice away, or offer to employ or engage any director or employee of the Company or any Group Company with whom you, or any person reporting immediately to you, have had material personal de alings in the Relevant Period. An "employee" for the purposes of this Clause 17.2(e) means any senior employee or employee with access to Confidential Information other than employees with purely clerical or secretarial roles;

(f)             from the Termination Date for the purpose of carrying on any trade or business represent or allow yourself to be represented or held out as having any present association with the Company or any Group Company; and

(g)            from the Termination Date carry on any trade or business whose name incorporates the word "Chaucer" or any deviation or extension thereof which is likely or which may be

 

 

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confused with the name of the Company or any Group Company.

17.3       In the event of t he transfer (within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the "Transfer Regulations") of the undertaking or the part of the undertaking in which you shall at the time be employed as the result of which (by virtue of the Transfer Regulations) your employment is automatically transferred to another (the "Transferee"), the provisions of this Clause 17 shall have effect as though references in it (and in all associated terms defined in this Agreement) to "the Group" are construed as references to "any other company within the Transferee's Group" which for these purposes shall comprise the Transferee and any holding company of the Transferee and the subsidiaries of the Transferee and of any such holding companies for the time being).

17.4      The parties agree that:

17.4.1     in the event that you are made redundant Clauses 17.2 (a), (b), and (c) shall not apply;   and

17.4.2   the Restricted Period will be reduced by one day for every day during which you are placed on Garden Leave (as defined in Clause 13.1).

17.4.3   While the restrictions set out in Clause 17.2 above are considered by the parties to be reasonable in all the circumstances, it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner, then the restrictions set out in Clause 17.2 shall apply with such deletions or restrictions or limitations as the case may be. You further acknowledge that damages may not be an adequate remedy to the Company (or the relevant Group Company) for breach of these undertakings.

17.5      The restrictions contained in Clause 17.2 are held by the Company for itself and on trust for any other Group Company and shall be enforceable by the Company on their behalf or by any Group Company (at   their request). If you are requested to do so by the Company you shall during the employment hereunder enter into direct agreements with   any Group Company whereby you will accept restrictions in the same or substantially the same form as those contained in Clause 17.2.

17.6       During your employment and thereafter during the Restricted Period you shall provide a copy of Clause 2 and a copy of the restrictions contained at Clause 16 above and this Clause 17 to any employer or prospective employer or any other party with whom you become or will become engaged or provide service or services to immediately upon receiving any offer of employment or engagement. In addition, you shall tell the Company the identity of any such person making the offer and details of any such offer as soon as possible after accepting any offer.

18         Intellectual property

18.1      For the purpose of this Clause 18, Intellectual Property shall mean patents, utility models, trade marks, design rights, copyright, database rights, topography rights, rights protecting confidentiality, and all other rights and forms of protection having a similar nature or effect anywhere in the world.

18.2      Subject to the Patents Act 1977 and any other applicable law, the Company will own all Intellectual Property created by you in the course of your employment. This will include the Intellectual Property in any ideas, concepts, inventions, designs, models, databases, documents, computer programs, website content, customer lists, supplier lists or product names.

18.3       You acknowledge that, due to the seniority of your position within the Company, you have a special obligation to further the interests of the Company for the purposes of Section 39 of the Patents Act 1977.

18.4      Whenever required to do so by the Company (whether during your employment or after its termination (howsoever caused and whether in breach of contract or otherwise), at the request and expense of the Company, you shall promptly do all things and execute all documents which are reasonably necessary to assist the Company to confirm, perfect or register its ownership of Intellectual Property in accordance with Clause 18.2 or to assist the Company with any proceedings which concern the validity or infringement of Intellectual Property. The obligation under

 

 

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this Clause 18.4 shall survive termination of this Agreement.

18.5      You hereby irrevocably and unconditionally waive all rights under Chapter IV Copyright, Designs and Patents Act 1988 in connection with your authorship of any existing or future copyright work in the course of your employment, in whatever part of the world such rights may be enforceable, including, without li mitation:

18.5.1    the right conferred by section 77 of that Act to be identified as the author of any such work; and

18.5.2    the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.

18.6      Nothing in this clause shall be construed as restricting the rights of you or the Company under sections 39 to 43 Patents Act 1977.

19         Collective agreements

There are no collective agreements which directly affect your terms and conditions of employment.

20         Data protection

20.1      For the purposes of this Clause   the   following   expressions   shall have the following meanings:

Personal Data means data which relate to a living individual who can be identified from those data or from those data and other information which is in the possession of, or is likely to come into the possession of, the data controller and includes any expression of opinion about the individual and any indication of the intentions of the data controller or any other person in respect of the individual.

Sensitive Personal Data means personal data consisting  of information as to racial or ethnic origin, political opinions , religious beliefs or other beliefs of a similar nature, membership of a trade union (within the meaning of the Trade Union & Labour Relations (Consolidation) Act 1992 ),   physical   or   mental   health or condition, sexual life, the commission or alleged commission of any offence or any proceedings for any offence committed or alleged to have been committed, including the disposal of such proceedings or the sentence of any Court in such proceedings.

20.2      For the purposes of the Data Protection Act 1998 by signing this Agreement you give your consent to the holding and processing of Personal Data and Sensitive Personal Data relating to you by the Company for all purposes relating to the performance of this Agreement including but not limited to:

(a)           administering and maintaining personnel records;

(b)            paying and reviewing salary and other remuneration and benefits;

(c)            undertaking performance appraisals and reviews;

(d)            maintaining  sickness and other absence records;

(e)            taking decisions as to your fitness for work;

(f)             providing references and information to future employers, and if necessary, to governmental and quasi governmental bodies for   social security   and other purposes and to HM Revenue and Customs and National Contributions Office;

(g)            providing the names of employees to the Central Arbitration Committee if requested to do so;

(h)            providing information to the future buyers and potential fu ture buyers of the   Company or any other Group Companies or of the business(es) in which you work;

(i)             transferring information about you to a country or territory outside the EEA;

(j)             providing   and   administering   benefits   (including if relevant, pension, permanent health insurance and medical insurance); and

(k)           the monitoring of communications via the Company's systems.

2 1          Dealing in Securities

 

 

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You must adhere to the Company policy on dealing in securities and with regard to unpublished price sensitive information. Failure to adhere to these policies may, subject to the Disciplinary and Dismissal Procedures, result in summary dismissal.

22         Gratuities

During the continuance of the employment hereunder you:

(a)             shall not directly or indirectly procure accept or obtain for your own benefit (or for the benefit of any other person )   any payment, rebate, discount, commission, vouchers, gift, entertainment or other benefit outside the normal course of business   Crime, Inducement and Whistleblowing policy (Gratuities) from any third party in respect of any business transacted (whether or not by you) by or on behalf of the Company or any Group Company;

(b)            shall observe the   terms of any policy issued by the Company or any Group   Company in relation to Gratuities; and

(c)           shall, as soon as reasonably practicable, disclose or account to the Company or any Group Company for any Gratuities received by you (or any other person on your behalf or at your instruction).

Provided that nothing in this Clause shall prevent you from giving or participating in entertainment or business practices which are customary in the business in which the Company or any Group Company is involved from time to time.

23         Litigation assistance

During the term of this Agreement and at all times thereafter, you shall furnish such information and proper assistance to the Company or any Group Companies as it or they may reasonably require in connection with litigation in which it is or th ey are or may become a party. This obligation on your behalf shall include, without limitation, meeting with the Company or any Group Company's legal advisors, providing witness evidence, both in written and oral form, and providing such other assistance in the litigation that the Company or any Group Company's legal advisors in their reasonable opinion determine. The Company shall reimburse you for all reasonable out of pocket expenses incurred by you in furnishing su ch information and assistance. Such assistance shall not require you to provide assistance for more than five (5) days in any calendar month.   For the avoidance of doubt the obligations under this Clause 23 shall continue notwithstanding the termination of this Agreement.

24         Sale or reconstruction

If at any time during the continuance of this Agreement the Company sells all, or a substantial part of, its undertaking and assets to any person, firm or company and the Company is able to procure your employment by such other person, firm or company on terms not substantially less favourable than the terms of this Agreement remaining unexpired at the date of the Agreement for such sale, then the Company shall be entitled to determine this Agreement forthwith on giving notice in writing to you and in the event that you do not accept the employment by such other person, firm or company, you shall not be entitled to any compensation from the Company for loss of office or damages for breach of this Agreement.

You will have no claim against the Company if your employment is terminated by reason of liquidation in order to reconstruct or amalgamate the Company or by reason of any reorganisation of the Company; and

(a)            you are offered employment with the company succeeding to the Company upon such liquidation or reorganisation; and

(b)         the new terms of employment offered to you are materially no less favourable to you than the terms of this Agreement.

25         Power of attorney

You hereby irrevocably appoint any other director of the Company from time to time, jointly and severally, to be your attorney in your name and on your benefit to sign any documents and do

 

 

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things necessary or requisite to give effect to those matters which you are obliged to do pursuant to this Agreement (including, but not limited to, Clauses 13, 14,   17 and 18). In favour of any third party a certificate in writing signed by any director or by   the secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.  This clause remains in force following termination of your employment howsoever caused and whether terminated in breach or otherwise.

26         Third party rights

Save in respect of any rights conferred by this Agreement on any Group Company (which such Group Company shall be entitled to enforce), a person who is not a party to this Agreement may not under the Contracts (Rights of Third Parties) Act 1999 enforce any of the terms contained within this Agreement.

27         Group companies

In this Agreement Group Company means a subsidiary or   affiliate   and any other company which is for the time being a holding company of the Company or another subsidiary or   affiliate   of any such holding company as   defined   by Part 38 of the Companies Act 2006 and Group Companies and Group will be interpreted accordingly.

28             Entire agreement

These terms and conditions constitute the entire agreement between the parties and supersede any other agreement whether written or oral previously entered into.

29          Jurisdiction and choice of law

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and the parties to this Agreement submit to the exclusive jurisdiction of the English Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement.

30         Notices

Any notices with respect to this Agreement shall be in writing and shall be deemed given if delivered personally (upon receipt), sent by facsimile (which is confirmed) or sent by first class post addressed, in the case of the Company, to its registered office and in your case, addressed to your address last known to the Company.

 

 

 

 

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IN WITNESS whereof this DEED has been executed by each of the parties on the date first above written.

 

PICTURE 18

 

 

 

 

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CORP LTHD_HIG HDR

Exhibit 10.40

February 23, 2016  

 

<Participant Name>

<Participant Title>

 

RE:  Leadership Transition Severance Arrangement

 

Dear <Participant First Name>:

 

In order to ensure your continued focus, undivided attention and service to The Hanover during our transition to a new Chief Executive Officer, the Company is pleased to provide you the following severance benefit:

If (i) your employment with The Hanover is   involuntar ily terminated, other than in connection with your death, disability, a Change in Control or for “Cause (as such terms are defined in The Hanover Insuranc e Group, Inc. Amended and Restated Employment Continuity Plan ) , or   (ii) you vol untarily terminate your employment for “Good Reason (as defined below ), in either case prior to September 1, 2017 (the “ Severance Period ”) ,   you will be eligible to receive a   cash severance payment (the “ Severance Payment ”) equal to 1. XX 1   times your then current annual base salary.

The Severance Payment will be p ayable in a single lump sum payment to be paid o n a date that is sixty days after your termination of employment; provided that you execute and return to the Company a separation agreement that is acceptable to the Company (the “ Separation Agreement ”) and is irrevocable by the payment date .  The Separation Agreement will contain a full release   and non-disparagement provision , along with such other terms acceptable t o the Company. 

For purposes of this letter, the term “ Good Reason ” shall mean the occurrence during the Severance Period, without your express written consent, of any of the following (i) any material and adverse change in your current duties or responsibilities that result in   you no longer report ing directly to the Chief Execu tive Officer of the Company; (ii)   a reduction in your current rate of annual base salary; (ii i ) a reduction in your current annual short-term incentive compensation plan target award opportunity (but excluding the conversion of any cash incentive arrangement , in whole or in part, into an equity incentive arrangement of commensurate target value or vice versa); (i v ) a reduction in your current annual long-term incentive compensation plan target award opportunity (but excluding any alteration in the form or mix of your award ; provided such award is of a commensurate target value ); or ( v) any requirement that you relocate to an office more than 35 miles from the facility where you are currently located.  Notwithstanding the forego ing with respect to subsections (ii i) and (iv ) above, reductions to your target annual short-term incentive compensation and/or target long-term incentive compensation opportunity of less than 10% shall not be deemed “Good Reason” if such reductions are applied to all management personnel in comparable positions at the Company.  

 

___________________________

1   The letter was executed by all domestic executive officers other than Messrs. Eppinger and Bullis.  Severance multipliers ranged from 1.60x base salary to 1.75x base salary .

CORP LTHD_HIG FTR


 

In the event you believe that a “Good Reason” event has been triggered, you must give the Company written notice within 30 days of the occurrence of such triggering event and a proposed termination date which shall be not sooner than 60 days nor later than 90 days after the date of such notice. Such notice shall specify your basis for determining that “Good Reason” has been triggered.  The Company shall have the right to cure a purported “Good Reason” within 30 days of receipt of said notice.

Your acknowledgment and agreement are a condition to the effectiv eness of this severance benefit.     The Board of Directors and I t hank you for your continued commitment to The Hanover.

 

THE HANOVER INSURANCE COMPANY

 

 

 

 

Frederick H. Eppinger

President and Chief Executive Officer

Agreed to and Accepted

 


Exhibit 12.1

The Hanover Insurance Group, Inc.

Computation of Ratio of Earnings to Fixed Charges

(in millions, except ratios)

 

Including realized gains and losses

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended December 31

 

2015

 

2014

 

2013

 

2012

 

2011

Earnings before income taxes, minority interest,

 

 

 

 

 

 

 

 

 

and cumulative effect of accounting changes

439.4 

 

378.0 

 

329.1 

 

28.7 

 

21.6 

Fixed charges:

 

 

 

 

 

 

 

 

 

Interest expense

60.1 

 

65.2 

 

65.3 

 

61.9 

 

55.0 

Interest portion of rental expense

5.7 

 

6.7 

 

7.1 

 

7.4 

 

7.0 

Total fixed charges

65.8 

 

71.9 

 

72.4 

 

69.3 

 

62.0 

Earnings before income taxes, minority interest,

 

 

 

 

 

 

 

 

 

cumulative effect of accounting changes and fixed charges

505.2 

 

449.9 

 

401.5 

 

98.0 

 

83.6 

Ratio of earnings to fixed charges

7.678 

 

6.257 

 

5.546 

 

1.414 

 

1.348 

 


Exhibit 21

Direct and Indirect Subsidiaries of the Registrant

I. The Hanover Insurance Group, Inc. (Delaware)

A. Opus Investment Management, Inc. (Massachusetts)

a. The Hanover Insurance Company (New Hampshire)

1. Citizens Insurance Company of America (Michigan)

2. Allmerica Financial Benefit Insurance Company (Michigan)

3. Allmerica Plus Insurance Agency, Inc. (Massachusetts)

4. The Hanover American Insurance Company (New Hampshire)

5. Hanover Texas Insurance Management Company, Inc. (Texas)

6. Citizens Insurance Company of Ohio (Ohio)

7. Citizens Insurance Company of the Midwest (Indiana)

8. The Hanover New Jersey Insurance Company (New Hampshire)

9. Massachusetts Bay Insurance Company (New Hampshire)

10. Allmerica Financial Alliance Insurance Company (New Hampshire)

11. Professionals Direct Insurance Company (Michigan)

12. Professionals Direct, Inc. (Michigan)

(i) Professionals Direct Insurance Services, Inc. (Michigan)

13. Verlan Fire Insurance Company (New Hampshire)

14. The Hanover National Insurance Company (New Hampshire)

15. AIX Holdings, Inc. (Delaware)

(i) Nova American Group, Inc. (New York) 

1 . Nova Casualty Company (New York)

a. AIX Specialty Insurance Company (Delaware)

(ii) AIX, Inc. (Delaware)

1. AIX Insurance Services of California, Inc. (California)

16. 440 Lincoln Street Holding Company LLC (Massachusetts)

17. Campmed Casualty & Indemnity Company, Inc. (New Hampshire)

18. CitySquare II Investment Company LLC (Massachusetts)

(i) One Mercantile Place LLC (Massachusetts)

b. Citizens Insurance Company of Illinois (Illinois)

c. CitySquare II Development Co. LLC (Massachusetts)

B. VeraVest Investments, Inc. (Massachusetts)

C. Verlan Holdings, Inc. (Maryland)

a. Hanover Specialty Insurance Brokers, Inc. (Virginia)

D. Campania Holding Company, Inc. (Virginia)


 

a. Campania Management Company, Inc. (Virginia)

E. Educators Insurance Agency, Inc. (Massachusetts)

F. The Hanover Insurance International Holdings Limited (United Kingdom)

a. Chaucer Holdings Limited (United Kingdom)

1. ALIT Insurance Holdings Limited (United Kingdom)

(i) Aberdeen Underwriting Advisers Limited (United Kingdom)

(ii) ALIT Underwriting Limited (United Kingdom)

1. ALIT (No. 1) Limited (United Kingdom)

2. ALIT (No. 2) Limited (United Kingdom)

3. ALIT (No. 3) Limited (United Kingdom)

4. ALIT (No. 4) Limited (United Kingdom)

5. ALIT (No. 5) Limited (United Kingdom)

2. Chaucer Corporate Capital (No. 2) Limited (United Kingdom)

3. Chaucer Corporate Capital (No. 3) Limited (United Kingdom)

4. Chaucer Corporate Capital Limited (United Kingdom)

5. Chaucer Insurance Group P LC (United Kingdom)

6 . Chaucer Capital Investments Limited (United Kingdom)

(i) CH 1997 Limited (United Kingdom)

1. Chaucer Consortium Underwriting Limited (United Kingdom)

2. Chaucer Dedicated Limited (United Kingdom)

3. Chaucer Underwriting A/S (Denmark)

4. INSURANCE4CARGOSERVICES Limited (United Kingdom)

(i i ) Chaucer Syndicates Limited (United Kingdom)

1.

Lonham Limited (United Kingdom)

  a. Lonham Group Limited (United Kingdom)  

2.

Chaucer Labuan Limited (Malaysia)

3.

Chaucer GmbH (Germany)

4.

Chaucer Latin America SA (Argentina)

5.

Chaucer Singapore Pte. Limited (Singapore)

6.

Chaucer Syndicate Services Limited (United Kingdom)

7.

Chaucer Osl o AS (Norway)


Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-187373) and Form S-8 (No. 333-24929, N o. 333-31397, No. 333-134394, No. 333-134395 and No. 333-196107 ) of The Hanover Insurance Group, Inc. of our report dated February 2 5 , 201 6 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

 

 

 

/s/ PricewaterhouseCoopers LLP

 

PricewaterhouseCoopers LLP

Boston, MA

February  2 5 , 201 6

 


E xhibit 24

 

POWER OF ATTORNEY

 

    We, the undersigned, hereby severally constitute and appoint Frederick H. Eppinger, Jr., J. Ken dall Huber, and Eugene M. Bullis , each of them singly, our true and lawful attorneys, with full power in each of them, to sign for and in each of our names and in any and all capacities, the Form 10-K of The Hanover Insurance Group, Inc. (the "Company") and any other filings made on behalf of said Company pursuant to the requirements of the Securities Exchange Act of 1934, and to file the same with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue hereof.  Witness our hands and common seal on the date set forth below.

 

 

 

 

 

Signature

 

Title

Date

 

 

 

 

     /s/ Frederick H. Eppinger, Jr.

 

 

January 25, 2016        

Frederick H. Eppinger, Jr.

 

President, Chief Executive Officer

and Director

 

 

 

 

 

             /s/ Eugene M. Bullis

 

 

January 25 , 2016     

    Eugene M. Bullis

 

Executive Vice President and

 

 

 

I nterim Chief Financial Officer

 

 

 

 

 

           /s/ Warren E. Barnes

 

 

January 26 , 201 6

Warren E. Barnes

 

Vice President, Corporate Controller and Acting Principal Accounting Officer

 

 

 

 

 

         /s/ Michael P. Angelini

 

 

January 21 , 2016    

Michael P. Angelini

 

Chairman of the Board

 

 

 

 

 

           /s/ Richard H. Booth

 

 

January 22 , 2016     

Richard H. Booth

 

Director

 

 

 

 

 

            /s/ P. Kevin Condron

 

 

January 21, 2016   

 P. Kevin Condron

 

Director

 

 

 

 

 

            /s/  Cynthia L. Egan

 

 

January 21, 2016

    Cynthia L. Egan

 

Director

 

 

 

 

 

            /s/ Neal F. Finnegan

 

 

January 21, 2016  

 Neal F. Finnegan

 

Director

 

 

 

 

 

             /s/ Karen C. Francis

 

 

January 21, 2016    

 Karen C. Francis

 

Director

 

 

 

 

 

            /s/ Daniel T. Henry

 

 

January 21, 2016   

Daniel T. Henry

 

Director

 

 

 

 

 

            /s/ Wendell J. Knox

 

 

January 21, 2016     

Wendell J. Knox

 

Director

 

 

 

 

 

         /s/ Joseph R. Ramrath

 

 

January 21, 2016    

Joseph R. Ramrath

 

Director

 

 

 

 

 

           /s/ Harriett Tee Taggart

 

 

January 21, 2016   

Harriett Tee Taggart

 

Director

 

 


Exhibit 31.1

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick H. Eppinger, Jr., certify that:

1. I have reviewed this annual report on Form 10- K of The Hanover Insurance Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February   25 , 201 6  

 

,

 

/s/ Frederick H. Eppinger, Jr.

 

Frederick H. Eppinger, Jr.

President, Chief Executive Officer and Director

 

 

 


Exhibit 31.2

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Eugene   M . B ullis , certify that:

1. I have reviewed this annual report on Form 10- K of The Hanover Insurance Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February   25 , 201 6  

 

 

 

/s/ Eugene   M . B ullis  

 

Eugene   M . B ullis  

Executive Vice President and

Interim Chief Financial Officer

 


 

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Preside nt, Chief Executive Officer and   Director   of The Hanover Insurance Group, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Annual Report on Form 10 - K for the period ended December 31 , 201 5 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Company’s Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Frederick H. Eppinger, Jr.

 

Frederick H. Eppinger, Jr.

Preside nt, Chief Executive Officer and   Director  

 

Dated: February   25 , 201 6  

 


 

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Executive Vice President and Interim Chief Financial Officer   of The Hanover Insurance Group, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Annual Report on Form 10 - K for the period ended December  3 1 , 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Company’s Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Eugene M. Bullis  

 

Eugene M. Bullis  

Executive Vice President and

Interim Chief Financial Officer

 

 

Dated: February   25 , 201 6