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:
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1.
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The name of the
Plan is changed to the Torchmark Corporation Restated Deferred
Compensation Plan.
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2.
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Article X is
added to the Plan and shall read as follows:
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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