Exhibit 10.55
AMENDMENT TWO
TO THE
TORCHMARK
CORPORATION
RESTATED DEFERRED COMPENSATION
PLAN
Pursuant to Section 9.11 of the
Torchmark Corporation Restated Deferred Compensation Plan
established effective January 1, 1992 (the
“Plan”), Torchmark Corporation (the
“Company”) hereby amends the Plan as
follows:
|
|
1.
|
Article XI is
added to the Plan effective December 1, 2008 and shall read as
follows:
|
ARTICLE XI
PREVIOUSLY GRANDFATHERED
AMOUNTS
11.1. This Article XI shall apply to
amounts credited to the deferred compensation accounts as of
December 31, 2004, and to any earnings thereon. Such amounts
shall not be “grandfathered” earned and vested benefits
for purposes of Section 409A on or after December 1,
2008.
11.2. Articles VII – IX and
Sections 3.2, 3.3, 4.2 and 4.4 shall apply to amounts described in
Section 11.1. Articles V and VI and Sections 3.1, 4.1 and 4.3
are overridden by the provisions of Article XI with respect to
amounts described in Section 11.1.
11.3. The election to participate in
the Plan made pursuant to Section 2.2 shall continue until the
Participant ceases to serve as a director.
11.4. 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 Company, in its
discretion. Notwithstanding the foregoing, in the event a
director’s employment with the Company terminates for any
reason other than death, disability or retirement, effective on the
date of termination of employment, interest for the year in which
termination occurred and thereafter until distribution shall be
credited to the amounts accrued in such Participant’s
deferred compensation account at the rate equal to 75% of the rate
credited to other Plan Participants. (Section 11.4 overrides
Section 3.1.)
11.5. No later than
December 31, 2008, a Participant shall be permitted to revoke
a deferral election made with respect to compensation subject to
this Article XI that has not been paid and make a new deferral
election with respect to such Compensation, provided that the new
deferral election shall not have the effect of changing the time
or
method of payment that the
Participant would have otherwise received in 2008 or to cause
payment to be made during 2008.
(a) A Participant may elect to
receive such amounts in: (1) in a single payment;
(2) equal monthly installments (not exceeding 120); or
(3) equal annual installments (not exceeding 10).
(b) A Participant may elect for
payments to commence upon one of the following events: (1) the
first day of the calendar month as specified by the Participant in
his election, which date shall be objectively determinable at the
time of the election; or (2) the first day of the calendar
month following his separation from service, provided that if a
Participant is both an employee and a director, he must separate
from service as both an employee and director in order to have a
separation from service under the Plan. Any subsequent installments
shall be paid on the first day of each succeeding month or calendar
year, as applicable, until the amount credited to such
Participant’s account shall have been paid.
(c) If a Participant’s
election does not specify the method or a date for the commencement
of payments under this Plan, his account shall be paid in a
singl
