Exhibit 10(c)(1)
PROTECTIVE LIFE
CORPORATION
EXCESS BENEFIT
PLAN
(AMENDED AND RESTATED AS OF
DECEMBER 31, 2008)
This Excess Benefit Plan has been
adopted by the Company to provide benefits to certain employees of
the Company and its subsidiaries in excess of the Limitations
imposed by the Code on the Company’s Pension Plan.
1. Definitions. Each of the
following words and phrases as used herein shall have the meaning
set forth in this Section 1. Any term that is not
defined in this Section 1 and that is defined in the Pension
Plan shall have the meaning set forth in the Pension
Plan.
“Change of Control
” means,
subject to the provisions of Code Section 409A, the occurrence
of one or more of the following: (i) any one person (or more
than one person acting as a group (as provided in Code
Section 409A)) (such person or group, an “Acquiring
Person”) acquires ownership of the Company’s stock
that, together with stock previously held by the Acquiring Person,
constitutes more than 50% of the total fair market value or more
than 50% of the total voting power of the Company, or (ii) a
majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election was not
endorsed by a majority of the members of the Board before the date
of the appointment or election, or (iii) an Acquiring Person
acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such Acquiring Person)
assets from the Company that have a total gross fair market value
equal to or more than 80% of the total gross fair market value of
the Company’s assets immediately before such acquisition or
acquisitions.
“Code” means the Internal Revenue Code of 1986, as
amended from time to time. Reference to any provision of the
Code shall include such provision, any comparable provision or
provisions of any legislation that amends or supersedes such
provision, and any regulations or rulings with respect
thereto.
“Committee” means the Compensation and Management Succession
Committee of the Company’s Board of Directors.
“Company”
means Protective Life Corporation, a
Delaware corporation.
“Disability” means that the Participant (i) is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of at least 12 months, (ii) is, by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of at least 12 months, receiving income
replacement benefits for a period of not less than 3 months under
an accident and health plan covering employees of the Company, or
(iii) has been determined to be totally disabled by the Social
Security Administration.
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“ERISA”
means the Employee Retirement Income
Security Act of 1974, as amended from time to time. Reference
to any provision of ERISA shall include such provision, any
comparable provision or provisions of any legislation that amends
or supersedes such provision, and any regulations or rulings with
respect thereto.
“Excess
Benefit” means a
benefit provided under the Plan to a Participant or the
Participant’s Beneficiary.
“Limitations”
means the provisions of the Code
that restrict the benefits determined under the Pension Plan,
including (1) the limitations set forth in Code Sections 415
and 401(a)(17), and (2) the limitations on benefits imposed by
the Code’s incidental benefit rules. References
to the Limitations shall include any cost of living adjustments
made by the Secretary of the Treasury pursuant to Code Sections
415(d) and 401(a)(17).
“Participant”
means an employee of the Company or
its subsidiaries who is a participant in the Pension Plan and whose
benefits under the Pension Plan are reduced by application of the
Limitations; provided, however that (1) an
employee whose benefits under the Pension Plan were first reduced
by application of the Limitations with respect to service before
January 1, 2008, shall be a Participant as of January 1,
2008, and (2) an employee whose benefits under the Pension
Plan were first reduced by application of the Limitations with
respect to service after December 31, 2007, shall be a
Participant as of the earlier of (A) January 1 of the
second Plan Year after the Plan Year in which such service
occurred, and (B) the date of such employee’s
death. Notwithstanding the previous sentence, (1) with
respect to a participant in the Pension Plan who retired or whose
employment with the Company or its subsidiaries otherwise
terminated before January 1, 2000, a Participant shall be
limited to a participant in the Pension Plan who has been notified
in writing by the Committee that he or she is covered under this
Plan, and (2) an employee shall not be a Participant unless
either (A) the employee is a member of a select group of
management or highly compensated employees within the meaning of
Section 201(2) of ERISA, or (B) the benefits under
the Plan are provided solely by virtue of the limitations of Code
Section 415.
“Pension
Plan” means the
Protective Life Corporation Pension Plan, as amended from time to
time.
“Plan”
means this Excess Benefit Plan
established by the Company effective September 1, 1984 and as
amended and restated from time to time thereafter.
“Plan
Year” shall mean
each period beginning on January 1 and ending on
December 31 of the same year.
“Post-2004
Benefit” means
(i) a Participant’s benefit determined under clause
(i) of Section 3, 4 or 5 of the Plan or clauses
(i)(A) and (ii)(A) of Section 6 of the Plan (as the
case may be), minus (ii) the Participant’s
benefit determined under clause (ii) of Section 3, 4 or 5
of the Plan or clauses (i)(B) and (ii)(B) of
Section 6 of the Plan (as the case may be), minus
(iii) the Participant’s Pre-2005 Benefit.
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“Pre-2005
Benefit” means the
benefit earned and vested (before January 1, 2005) under this
Plan with respect to a Participant’s service and earnings
with the Company before January 1, 2005. For purposes of
determining the amount of a Participant’s Pre-2005 Benefit,
eligibility for an Early Retirement Benefit (and the applicable
Early Retirement Benefit reduction factors) under Section 5.2
or Section 6.2 of the Pension Plan and under this Plan shall
be based on the Participant’s service before January 1,
2005 and the Participant’s age as of the Participant’s
date of Termination of Employment.
“Specified
Employee” means,
with respect to April 1 of each Plan Year (beginning
April 1, 2005) and for the 12-month period thereafter, any
person who met the definition of a “key employee” of
the Company under Code Section 416(i) (without regard to
Code Section 416(i)(5)) at any time during the preceding Plan
Year, all as provided in Code Section 409A.
“Termination of
Employment” shall
mean a Participant’s “separation from service”
with the Company and each of the Company’s subsidiaries and
affiliates by which the Participant is employed, as defined in Code
Section 409A (other than a separation from service as a result
of death).
2. Governing Law; Interpretation.
The Plan is intended to be (1) an “excess benefit
plan” within the meaning of Section 3(36) of ERISA,
(2) a plan maintained by the Company primarily for the purpose
of providing deferred compensation for a select group of management
or highly compensated employees within the meaning of
Section 201(2) of ERISA, and
(3) “unfunded” within the meaning of the Code and
ERISA. Excess Benefits will not and may not be funded, and
the payment thereof shall be made at the appropriate time or times
from the general assets of the Company. The Plan shall be
interpreted and administered so that Plan benefits are not taxable
under Code Section 409A. If any provision of the Plan is
determined to be inconsistent with the Code or ERISA, or with any
law, regulation, ruling or decision governing the status of the
Plan or the Pension Plan, the Company shall take whatever steps are
necessary or appropriate to conform it to the applicable
authority. Except as provided above, the provisions of the
Plan shall be governed by and construed in accordance with the laws
of the State of Alabama. Whenever necessary or appropriate to the
meaning hereof, the singular shall include the plural, and the
plural shall include the singular.
3. Normal Retirement. If a
Participant has a Termination of Employment and is eligible for a
Normal Retirement Benefit under the Pension Plan, the Participant
shall be entitled to an Excess Benefit that is the Actuarial
Equivalent of (i) the amount of the Participant’s Normal
Retirement Benefit and (if the Participant is a Non-Grandfathered
Participant or a Post-2007 Participant) the amount of the
Participant’s Cash Balance Benefit under the Pension Plan,
expressed in each case as a Life Annuity and without regard to the
Limitations, reduced by (ii) the amount of the Normal
Retirement Benefit and (if the Participant is a Non-Grandfathered
Participant or a Post-2007 Participant) the amount of the Cash
Balance Benefit which the Participant is entitled to receive under
the Pension Plan, expressed in each case as a Life Annuity and
after application of the Limitations.
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4. Early Retirement. If a
Participant has a Termination of Employment and is eligible for an
Early Retirement Benefit under the Pension Plan, the Participant
shall be entitled to an Excess Benefit that is the Actuarial
Equivalent of (i) the amount of the Participant’s Early
Retirement Benefit and (if the Participant is a Non-Grandfathered
Participant or a Post-2007 Participant) the amount of the
Participant’s Cash Balance Benefit under the Pension Plan,
expressed in each case as a Life Annuity and without regard to the
Limitations, reduced by (ii) the amount of the Early
Retirement Benefit and (if the Participant is a Non-Grandfathered
Participant or a Post-2007 Participant) the amount of the Cash
Balance Benefit which the Participant is entitled to receive under
the Pension Plan, expressed in each case as a Life Annuity and
after application of the Limitations.
5. Vested Benefit and/or Cash Balance
Benefit. If a Participant has a Termination of
Employment and is eligible for only a Vested Benefit and/or a Cash
Balance Benefit under the Pension Plan, the Participant shall be
entitled to an Excess Benefit that is the Actuarial Equivalent of
(i) the amount of the Participant’s Vested Benefit
and/or Cash Balance Benefit under the Pension Plan, expressed in
each case as a Life Annuity and without regard to the Limitations,
reduced by (ii) the amount of the Vested Benefit and/or Cash
Balance Benefit which the Participant is entitled to
receive
