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AMENDMENT ONE TO THE TORCHMARK CORPORATION RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS, ADVISORY DIRECTORS, DIRECTORS EMERITUS AND OFFICERS

Executive Compensation Plan Agreement

AMENDMENT ONE TO THE TORCHMARK CORPORATION RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS, ADVISORY DIRECTORS, DIRECTORS EMERITUS AND OFFICERS | Document Parties: Torchmark Corporation You are currently viewing:
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Torchmark Corporation

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Title: AMENDMENT ONE TO THE TORCHMARK CORPORATION RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS, ADVISORY DIRECTORS, DIRECTORS EMERITUS AND OFFICERS
Date: 2/27/2009
Industry: Insurance (Accident and Health)     Sector: Financial

AMENDMENT ONE TO THE TORCHMARK CORPORATION RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS, ADVISORY DIRECTORS, DIRECTORS EMERITUS AND OFFICERS, Parties: torchmark corporation
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Exhibit 10.54

 

AMENDMENT ONE

TO THE

TORCHMARK CORPORATION RESTATED

DEFERRED COMPENSATION PLAN FOR DIRECTORS,

ADVISORY DIRECTORS, DIRECTORS EMERITUS AND OFFICERS

Pursuant to Section 9.11 of the Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory Directors, Directors Emeritus and Officers established effective January 1, 1992 (the “Plan”), Torchmark Corporation (the “Company”) hereby amends the Plan, effective January 1, 2008, as follows:

 

 

1.

The name of the Plan is changed to the Torchmark Corporation Restated Deferred Compensation Plan.

 

 

2.

Article X is added to the Plan and shall read as follows:

ARTICLE X

SECTION 409A PROVISIONS

10.1. This Article X shall not apply to amounts credited to the deferred compensation accounts as of December 31, 2004, or to any earnings thereon. Such amounts are “grandfathered” earned and vested benefits for purposes of Internal Revenue Code Section 409A (hereinafter “Section 409A”) and are subject only to Articles I—IX of the Plan.

10.2. This Article X shall apply to: (a) amounts deferred after December 31, 2007; (b) amounts deferred after December 31, 2004 that remain in the Plan as of January 1, 2008; and (c) the earnings on amounts described in (a) and (b).

10.3. Articles VII—IX and Sections 3.2, 3.3, 4.2 and 4.4 shall apply to amounts described in Section 10.2, except that in Section 4.2 and Section 4.4, the phrase “Section 2.2” is replaced with the phrase “Section 10.6” with respect to amounts described in Section 10.2. Articles I, II, V, VI and Sections 3.1, 4.1 and 4.3 are overridden by the provisions of Article X with respect to amounts described in Section 10.2.

10.4 Each officer of the Company who is a participant in the Torchmark Corporation Supplemental Executive Retirement Plan (an “eligible Participant”) is eligible to participate in this Deferred Compensation Plan (the “Plan”) by filing the election to participate described in Section 10.5 hereof. Eligible Participants who elect to participate are hereinafter collectively called “Participants” and singularly called “a Participant.” (Section 10.4 overrides Article I.)

10.5. Prior to the beginning of a calendar year for which Compensation would otherwise have been payable currently for services, an eligible Participant may elect to participate in the Plan by directing that all or any part of such Compensation shall, until the election is terminated in accordance with Section 10.6, be credited to a memorandum deferred


compensation account established with respect to such Participant pursuant to Section 10.8 hereof. Such election shall become irrevocable for a calendar year upon January 1 of such year. Compensation shall mean the remuneration paid to the Participant in cash plus amounts that would have been paid to the Participant in cash but for a deferral election made under Internal Revenue Code Section 401(k) into a Company plan.

An eligible Participant who initially becomes eligible to participate in the Plan during a calendar year may become a Participant during such calendar year by making an election within 30 days after becoming an eligible Participant, with respect to Compensation paid for services to be performed after the date of the election. (Section 10.5 overrides Section 2.1.)

10.6. An election to participate in the Plan shall be in the form of a document executed by the eligible Participant and filed with the Secretary of the Company and shall continue until the Participant: (a) ceases to serve as an officer; (b) reaches his 65th birthday; or (c) terminates or changes the amount of Compensation subject to the election so made by written notice prior to the beginning of the calendar year to which the election would otherwise apply; whichever occurs first. Such election shall state: (a) the amount of Compensation to be deferred; (b) the commencement date for payment of amounts deferred under the Plan; (c) whether the payment of amounts due shall be made in a lump sum or in installments; and (d) shall designate a beneficiary to receive payment of any amount due at the death of the Participant. Any termination or change of election shall become effective with the calendar year immediately following the date the election is terminated or changed, and shall be effective only with respect to Compensation payable for services after the effective date of the termination or change. (Section 10.6 overrides Section 2.2.)

10.7. An eligible Participant who has filed a termination of election may thereafter again file an election to participate for a calendar year subsequent to the filing of the new election. (Section 10.7 overrides Section 2.3.)

10.8. The Company shall establish a memorandum bookkeeping account (collectively the “deferred compensation accounts” and singularly, “a deferred compensation account”) for each Participant hereunder. All amounts deferred under this Plan shall be credited to the appropriate deferred compensation accounts. Interest on the amounts accrued in the various deferred compensation accounts will be credited at the end of each calendar quarter at the rate equal to Moody’s AA corporate bond rate less 50 basis points, but if Moody’s AA corporate bond rate is not available, then at a reasonable rate of interest as determined by the Compa


 
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