Attached files
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| 8-K - PENN MILLERS HOLDING CORP | v172645_8k.htm |
Exhibit
No. 99.1
AMENDMENT
OF THE PENN MILLERS HOLDING
CORPORATION SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
WHEREAS,
Penn Millers Holding Corporation (“PMHC”) maintains the Penn Millers Holding
Corporation Supplemental Executive Retirement Plan (the “SERP”) for the benefit
of a select group of management and highly compensated employees;
and
WHEREAS,
effective October 31, 2009, eligibility for participation in, and benefit
accruals under, the Penn Millers Holding Corporation Pension Plan (the “Pension
Plan”) ceased and PMHC established, effective as of October 16, 2009, the Penn
Millers Holding Corporation Employee Stock Ownership Plan (the “ESOP”), in part,
to replace future benefit accruals under the Pension Plan; and
WHEREAS,
it is the intent of PMHC that each participant’s benefit under the SERP be
offset by all other benefits he or she is entitled to receive under any other
retirement plan of PMHC or under the Federal Social Security Act;
and
WHEREAS,
because the ESOP was adopted after the SERP, the SERP does not explicitly
provide for benefits thereunder to be offset by a participant’s account balance
under the ESOP, if any; and
WHEREAS,
pursuant to Section 6.2 of the SERP, PMHC reserves to itself, by action of the
Board of Directors, the right to amend the SERP at any time and from time to
time; and
WHEREAS,
the Board has taken action to amend the SERP to explicitly provide that any
benefits a participant is entitled to receive thereunder will be reduced by such
participant’s account balance, if any, under the ESOP.
NOW,
THEREFORE, the SERP is amended, effective October 16, 2009, as
follows:
1.
Section 1.38 of the SERP is amended to read as follows (additions
bold-underlined):
“Reduced
SERP Benefit” shall mean an amount, expressed as a single life annuity, that is
computed based on the following:
(a) The
Participant’s Average Compensation multiplied by sixty-five percent (65%), and
multiplied by the Early Retirement Reduction Factor; less
(b) The
single life annuity benefit which is the Actuarial Equivalent of the
Participant’s 401(k) Employer Contributions; less
(c) The
single life annuity benefit that would be payable immediately to the Participant
under the Pension Plan; less
(d) The
Participant’s Estimated Social Security Benefit;
less
(e) The
single life annuity benefit which is the Actuarial Equivalent of the
Participant’s vested account balance under the Penn Millers Holding Corporation
Employee Stock Ownership Plan (as amended from time to time, or any successor
thereto, the “ESOP”).
2. Section
1.41 of the SERP is amended to read as follows (additions
bold-underlined):
“SERP
Benefit” shall mean an amount, expressed as a single life annuity, that is
computed based on the following:
(a) The
Participant’s Average Compensation multiplied by sixty-five percent (65%); less
(b) The
single life annuity benefit which is the Actuarial Equivalent of the
Participant’s 401(k) Employer Contributions; less
(c) The
single life annuity benefit that would be payable to the Participant under the
Pension Plan; less
(d) The
Participant’s Estimated Social Security Benefit;
less
(e) The
single life annuity benefit which is the Actuarial Equivalent of the
Participant’s vested account balance under the ESOP.
IN WITNESS WHEREOF, the PMHC
has caused its duly authorized officers to execute this Amendment on this
27th
day of January, 2010.
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PENN
MILLERS HOLDING CORPORATION
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By:
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/s/
Michael O. Banks
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Executive
Vice President and
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Chief
Financial Officer
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