REGAN HOLDING CORP. AMENDED AND RESTATED "KEY EMPLOYEE DEFERRED COMPENSATION PLAN

Exhibit 10(t)

REGAN HOLDING CORP.

AMENDED AND RESTATED

“KEY EMPLOYEE DEFERRED COMPENSATION PLAN”

THIS AMENDED AND RESTATED MASTER PLAN AGREEMENT (the “Plan”) is hereby effective as of the 5th day of December 2008, by Regan Holding Corp., the Service Recipient, hereinafter referred to as the “Corporation”.

RECITALS

WHEREAS , the Plan was originally adopted on January 1, 1998; and

WHEREAS , the Plan was established to provide certain key employees of the Corporation who are selected for participation in the Plan with the opportunity to defer receipt of their Base Salary and annual Bonus otherwise payable by the Corporation and to provide an additional retirement benefit for them to the extent their benefits under the Corporation’s 401(k) Plan have been limited pursuant to certain provisions of applicable law; and

WHEREAS , the Corporation intends that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation plan for tax purposes and for purposes of Title I of ERISA maintained “primarily for the purposes of providing deferred compensation for a select group of management or highly compensated employees” (“top-hat plan”); and

WHEREAS , the Corporation has operated the Plan during 2005, 2006 and 2007 in good faith compliance with Internal Revenue Code Section 409A and Applicable Guidance. The Corporation intends that all Accounts of Participants under the Plan, including those granted before January 1, 2005, be subject to this Plan.

NOW, THEREFORE, BE IT RESOLVED THAT, the Corporation hereby amends and restates the Plan effective December 5, 2008, in order to comply with Section 409A and the final Treasury Regulations promulgated thereunder.

ARTICLE 1

Definitions

As used within this document, the following words and phrases have the meanings described in this Article 1 unless a different meaning is required by the context. Some of the words and phrases used in the Plan are not defined.

1.1 “Account(s)” shall mean a book account reflecting amounts credited to a Participant’s Account(s). To the extent that it is considered necessary or appropriate, the Committee shall maintain separate subaccounts for each source of contribution under this Plan or shall otherwise provide a means for determining that portion of an Account attributable to each contribution source.

1.2 “Aggregated Plans” shall mean this Plan and any other like-type plan or arrangement (account balance plan) of the Corporation in which a Participant participates and to which the Plan or Applicable Guidance requires the aggregation of all such nonqualified Deferred Compensation in applying Code § 409A and associated regulations.

1.3 “Agreement” shall mean the Regan Holding Corp. Key Employee Deferred Compensation Plan Agreement entered into between the Corporation and an Eligible Participant. The Agreement includes an Eligible Participant’s Election(s) of Deferral.

1.4 “Applicable Guidance” shall mean, as the context requires, Code § 409A, Final Treasury Regulations §1.409A, or other written Treasury or IRS guidance regarding or affecting Code § 409A. Applicable Guidance also includes, through December 31, 2007, Notice 2005-1, Notice 2006-79 and Notice 2006-100.

1.5 “Base Salary” shall mean the annual cash compensation relating to services performed during any Plan Year payable to a Participant as an employee for services rendered to an employer, but excluding any: Bonuses; commissions; overtime pay; incentive payments; nonmonetary awards; relocation expenses; retainers; directors fees and other fees; severance allowances; pay in lieu of vacations; employer-provided pensions, retirement, deferred compensation, welfare, or fringe benefits; insurance premiums paid by the employer, insurance benefits paid to the Participant or his or her Beneficiary; stock options and grants; car allowances; and expense reimbursements. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by the employer; provided, however, that all such amounts will be included in Compensation only to the extent that, had there been no such Plan, the amounts would have been payable in cash to the Participant.

1.6 “Board” shall mean the Board of Directors of the Corporation.

1.7 “Bonus” shall mean any compensation, in addition to Base Salary, relating to services performed during any Taxable Year of the Corporation, whether or not paid in such Taxable Year or included on the Federal Income Tax Form W-2 for such Taxable Year, payable to a Participant as an Employee under the Corporation’s bonus plans, excluding stock options. Bonus shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of the Corporation and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Section 125, 402(e) (3), 402(h), or 403(b) of the Code pursuant to Plans established by the Corporation. A Bonus also may be Performance-Based Compensation as defined under the terms of the Plan.

1.8 “Claimant” shall mean a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.10 “Committee” shall mean a committee designated by the Board which committee shall administer the Plan as set forth in Article 10.

1.11 “Compensation” shall mean the Base Salary and Bonus payable to an Eligible Participant by the Corporation on account of the Participant’s services therefore as an Employee.

1.12 “Corporation” shall mean the person or entity: (i) receiving the services of the Participant; (ii) with respect to whom the Legally Binding Right to Compensation arises; and (iii) all persons with whom such person or entity would be considered a single employer under Code §414(b) or §414(c).

1.13 “Deemed Investment Election” shall mean the elections made by a Participant specifying the manner in which the Participant Account(s) will be hypothetically invested in the Deemed Investment Options in accordance with the terms of the Plan.

1.14 “Deemed Investment Options” shall mean the hypothetical Investment Options offered by the Corporation, from time to time, that are used to determine the Earnings on the Participant Account(s).

1.15 “Deferred Amounts” shall mean the amount of Compensation deferred pursuant to Article 3 of the Plan and credited to a Participant’s Retirement Account.

1.16 “Deferred Compensation” shall mean the Participant’s Accounts attributable to Deferred Amounts, Nonelective Matching Contributions (if any), and Earnings on such contributions. The “Deferral of Compensation” is Compensation that the Participant or the Corporation has deferred under the Plan. Compensation is deferred if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year; and (ii) such Compensation is or may be payable to (or on behalf of) the Participant in a later Taxable Year. An amount generally is payable at the time the Participant has a right to currently receive a transfer of cash or property, including a transfer of property includable in income under Code §83.

1.17 “Designated Beneficiary” shall mean the person or persons, natural or otherwise, designated in writing by a Participant to receive a Participant’s vested Account upon death the Participant.

1.18 “Earnings” shall mean, the Plan’s actual or notional income, attributable to an amount of Deferral of Compensation, (in accordance with Code §31.3121(v) (2)-1(d) (2)) and in accordance with the terms of the Plan. For purposes of this Plan, Earnings on an amount deferred generally includes an amount credited on behalf of a Participant that reflects a rate of return that does not exceed either: (i) the rate of return on a predetermined actual investment or, (ii) if the income does not reflect a rate of return on a predetermined actual investment, a reasonable rate of interest, in accordance with Treasury Regulation §1.409A-1(o).

1.19 “Effective Date” shall be the date the Plan was originally adopted, January 1, 1998.

1.20 “Election of Deferral” shall mean a written notice filed by an Eligible Participant with the Committee pursuant to which the Participant elects to defer receipt of Compensation under the Plan. The Election of Deferral shall be part of the Agreement.

1.21 “Eligible Participant” shall mean for any Plan Year (or applicable portion of a Plan Year), an Employee who is determined by the Corporation, or its designee, to be a Participant under the Plan. If the Corporation determines that an Employee first becomes an Eligible Participant during a Plan Year, the Corporation shall notify the individual in writing of its determination and of the date during the Plan Year on which the individual shall first become a Plan Participant.

1.22 “Employee” shall mean a person, (in accordance with Treasury Regulations §1.409A-1(f) (1), and which is on the cash basis method of accounting for Federal income tax purposes) providing services to the Corporation in the capacity of a common law Employee of the Corporation.

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.24 “Legally Binding Right” shall mean, with respect to Compensation: (i) the Participant’s right to such Compensation, granted by the Corporation, after the Participant has performed the services which created the Legally Binding Right, and (ii) where Compensation may not be reduced unilaterally or eliminated by the Corporation or any other person after the services creating the right to Compensation has been performed. The Corporation, based on the facts and circumstances, will determine whether a Legally Binding Right exists or does not exist with respect to Compensation, in accordance with Treasury Regulation §1.409A-1(b)(1).

1.25 “Nonelective Matching Contribution” shall mean contributions made by the Corporation pursuant to Article 4.

1.26 “Nonelective Matching Contribution Account” shall mean: (i) the sum of the Nonelective Matching Contribution amounts, plus (ii) Earnings thereon, less (iii) fees (if any), less (iv) all distributions made to the Participant or his or her Beneficiary that relate to the Participant’s Nonelective Matching Contribution Account, and tax withholding amounts deducted (if any) from said Account.

1.27 “Participant” shall mean an Eligible Participant and/or an individual with a benefit under the Plan.

1.28 “Payment” shall mean except as otherwise provided in the Plan, for purposes of subsequent changes in the time or form, the term Payment refers to each separately identified amount to which a Participant is entitled under the Plan, on a determinable date, and includes amounts paid for the benefit of the Participant. An amount is “separately identified” only if the amount may be objectively determined under a nondiscretionary formula. For purposes of this Article, a payment includes the provision of any taxable benefit, including payment in cash or in kind. A payment includes, but is not limited to, the transfer, cancellation, or reduction of an amount of Deferred Compensation in exchange for benefits under a welfare benefit plan, a fringe benefit excludible under Code §119 or §132, or any other benefit that is excludible from gross income.

1.29 “Performance-Based Compensation” shall mean that portion of a Participant’s Compensation, if any, that is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. Organizational or individual performance criteria are considered preestablished if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation may include payments based on performance criteria that are not approved by a compensation committee of the board of directors (or similar entity in the case of a non-corporate Corporation) or by the stockholders or members of the Corporation. Performance-Based compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Compensation may be Performance-Based Compensation where the amount will be paid regardless of satisfaction of the performance criteria due to the Participant’s death, disability, or a change in control event (as defined in Treasury Regulations §1.409A-3(i) (5) (i)), provided that a payment made under such circumstances without regard to the satisfaction of the performance criteria will not constitute performance-based compensation. For purposes of this Article, a disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months. Performance-based compensation includes payments based upon subjective performance criteria, provided that: (i) the subjective performance criteria are bona fide and relate to the performance of the Participant, a group of Participants that includes the Participant, or a business unit for which the Participant provides services (which may include the entire organization); and (ii) the determination that any subjective performance criteria have been met is not made by the Participant or a family member of the Participant (as defined in Section

267(c)(4) applied as if the family of an individual includes the spouse of any member of the family), or a person under the effective control of the Participant or such a family member, and no amount of the Compensation of the person making such determination is effectively controlled in whole or in part by the Participant or such a family member.

1.30 “Permissible Payments” shall mean the following three (3) events upon which payment will be made to a Participant or their Designated Beneficiary under the terms of the Plan: (i) the Participant’s Separation from Service, (ii) upon an Unforeseeable Emergency, or (iii) a time or a fixed schedule specified under the Plan, in accordance with Treasury Regulation §1.409A-3(a).

1.31 “Plan” shall mean this amended and restated Producer Commission Deferral Plan, the Agreement, all Election of Deferral Forms, and the Trust, (if any). For purposes of applying Code § 409A requirements, this Plan is an account balance plan under Treasury Regulation §1.409-1(c) (2) (i) (A).

1.32 “Plan Year” shall mean, for the first Plan Year, the period beginning on the date the Plan was originally adopted, January 1, 1998 and ending December 31, 1998, and thereafter, a twelve (12) month period beginning January 1 of each calendar year and continuing through December 31 of such calendar year.

1.33 “Qualified Plan” shall mean the Regan Holding Corp. 401(k) Plan, a qualified plan under the Internal Revenue Code, which is sponsored by the Corporation in the relevant Plan Year and is designated by the Committee to be taken into account for purposes of the calculation of Contributions made to this Plan.

1.34 “Qualified Plan Contribution Limitations” shall mean any reductions in contributions made on behalf of a participant to the Qualified Plan due to the application of IRC Section 401(k) or (m) or due to an election to defer Base Salary or Bonus under the Plan, but excluding any reductions arising from the dollar limit under IRS Section 402(g)(1); the limit on compensation taken into account under IRC Section 401(a)(17) in calculating employer or employee contributions for the Qualified Plan; or the maximum allocations permitted under the Qualified Plan under IRC Section 415(c). The impact of such limits on the Participant for purposes of this Plan shall be determined by the Committee based upon reasonable estimates and shall be final and binding as of the date the contributions are credited to the Participant’s Account. No subsequent adjustments shall be made to increase contributions under this Plan as a result of any adjustments ultimately required under the Qualified Plan due to actual employee contributions or other factors.

1.35 “Retirement Account” shall mean: (i) the sum of the Participant’s Deferred Amounts for each Plan Year, plus (ii) Earnings thereon, less (iii) fees (if any), less (iv) all distributions made to, or withdrawals by, the Participant and his or her Beneficiary, and tax withholding amounts which may have been deducted from the Participant’s Retirement Account.

1.36 “Section 409A” shall mean Section 409A of the Code and the Treasury Regulations and other Applicable Guidance issued under that Section.

1.37 “Separation from Service” shall mean the occurrence of a Participant’s death, retirement, or “other termination of employment” (as defined in Treasury Regulations §1.409A-1(h) (1) (ii)) with the Corporation (as defined in Treasury Regulations §1.409A-1(h) (3)). However, a Separation from Service shall not occur if the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant retains a right to reemployment with the Corporation under an applicable statute or by contract.

1.38 “Specified Time or Fixed Schedule” shall mean, with respect to a payment of Deferred Compensation, if objectively determinable: (i) the amount payable; and (ii) the payment date or dates that are nondiscretionary. For purposes of this Article, an amount is objectively determinable if the amount is specifically identified or if the amount may be determined at the time the payment is due pursuant to an objective, nondiscretionary formula specified at the time the amount is deferred and in accordance with Treasury Regulations §1.409A-3(i)(1)(i).

1.39 “Taxable Year” shall mean the twelve (12) consecutive month period ending each December 31.

1.40 “Treasury Regulations” shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.

1.41 “Trust” shall mean one or more trusts that may be established in accordance with the terms of this Plan.

1.42 “Unforeseeable Emergency” shall mean: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependents (as defined in Code §152 (a)); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Corporation will determine whether a Participant incurs an Unforeseeable Emergency based on the relevant facts and circumstances and in accordance with Treasury Regulations §1.409A-3(a) (6) (i) (3) or Applicable Guidance. However, in any case, payment on account of an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved: (i) through reimbursement or compensation from insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship; or (iii) by the cessation of deferrals under this Plan. The amount of any payment based on an Unforeseeable Emergency is limited to the amount that is reasonably necessary to satisfy the emergency need, which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination as to the amount of payment must take into account any additional compensation that is available to the Participant if he or she cancels a deferral election in accordance with terms of the Plan. If the Corporation in the Adoption Agreement elects to permit payment based on an Unforeseeable Emergency, the Plan shall provide for payment upon all Unforeseeable Emergencies, provided that any event upon which a payment may be made qualifies as an Unforeseeable Emergency. After a hardship distribution has been granted to the participant, all Elections of Deferral will cease for the remaining plan year.

1.43 “Valuation Date” shall mean the date through which Earnings are Credited/debited to a Participant Account(s). The Valuation Date shall be as close to the payout or other event triggering valuation as is administratively feasible. The Valuation date for purposes of the Article shall be interpreted as each day at the close of business of the New York Stock Exchange (currently 4:00 p.m. Eastern Time), on days that the New York Stock Exchange (NYSE) is open for trading or any other day on which there is sufficient trading in securities of the applicable fund to materially affect the unit value of the fund and the corresponding unit value of the Participant’s Deemed Investment Option(s). If the NYSE extends its closing beyond 4:00 p.m. Eastern Time, and continues to value after the time of closing, the Committee reserves the right to treat communications received after 4:00 p.m. Eastern time as being received as of the beginning of the next day.

1.44 “Year of Service” shall mean each completed twelve (12) month period during which the Participant is providing service on a full-time basis to the Plan Sponsor, with a minimum of 1,000 hours of service, inclusive of any approved leaves of absence, beginning on the Participant’s date of hire.

ARTICLE 2

Selection, Participation, Eligibility

2.1 Selection by Corporation . Participation in this Plan is open only to Employees of the Corporation, as determined by the Corporation in its sole and absolute discretion. Any Eligible Participant selected as a Plan Participant after the Effective Date, shall become an Eligible Participant on a date determined by the Corporation.

2.2 Commencement of Participation. An Eligible Participant shall become a Participant when such Eligible Participant has fully and accurately completed and executed an Agreement within the time specified by the Committee. Each Eligible Participant who is not already a Participant in the Plan shall be provided with a copy of the Plan and an Agreement.

2.3 Cessation of Participation. An Eligible Participant or other individual shall cease to be a Participant in the Plan on the day when all amounts to the credit of the Eligible Participant’s or other individual’ entire Accounts have been distributed to such Eligible Participant or to such Eligible Participant’s Designated Beneficiary.

2.4 Eligibility. Each Eligible Participant shall be permitted to make an Election of Deferral for any Plan Year for which such Eligible Participant is an Eligible Participant.

2.5 Cessation of Eligibility. An individual shall cease to be eligible to make an Election of Deferral upon ceasing to be an Eligible Participant.

2.6 Re-Employment. If a Participant who incurs a Separation from Service is subsequently re-employed, he or she may, at the sole and absolute discretion of the Committee, become a Participant in accordance with the provisions of the Plan.

ARTICLE 3

Deferrals

3.1 Deferral Amount. Commencing on the Effective Date, and continuing through the date the Eligible Participant Separates from Service with the Corporation or the date of which the individual ceases to be an Eligible Participant, whichever occurs first, the Eligible Participant may elect to defer any or all of the Eligible Participant’s Compensation under the Plan which does not exceed the maximum Base Salary or Bonus deferral percentages determined by the Committee to be applicable under the Plan for such Plan Year on a uniform basis for all Eligible Participants.

3.2 Election to Defer Compensation.

(a) In General. Except as otherwise provided below, an Eligible Participant may elect to defer Compensation to be accrued for any Year of Service hereunder by filing an Election of Deferral with the Committee. An Election of Deferral for a Plan Year with respect to an Eligible Participant’s Bonus must be filed with the Committee prior to the beginning of the service period to which the election relates. An Election of Deferral for a Plan Year with respect to the Eligible Participant’s Base Salary, must be made for an amount no greater than the portion of the Eligible Participant’s Base Salary which the Eligible Participant was not able to defer under the Qualified Plan for the immediately preceding calendar year pursuant to the maximum permissible elective deferral percentage in effect under the Qualified Plan for such calendar year or which as distributed from the Qualified Plan, in either case, on account of the Qualified Plan Contribution Limitations. If the Base Salary payable for a regular payroll period ends after the last day of the Service Year, the Base Salary shall be treated as relating to services performed in the next Service Year. Thus, a deferral election generally must be made by the last business day in December before the Service Year to which the election relates. The Committee, however, may establish an

earlier deadline for the completion and delivery of Election of Deferral. An election to defer Compensation shall be irrevocable and shall continue in effect for the entire Plan Year with respect to which it is made, except as otherwise provided in the Plan. An election to defer may be changed or revoked up to the last day for delivery of the Election of Deferral. Accordingly, an election to defer Compensation will not be considered as having been made until such time, at which time the Election of Deferral shall become irrevocable.

(b) First Year of Eligibility. If an Employee first becomes an Eligible Participant after the beginning of a Plan Year, and if he or she has not in any prior Plan Year become eligible to participate in any nonqualified deferred compensation plan of the Corporation with which the Plan would be aggregated for purposes of Treasury Regulations §1.409A-2(a)(6), he or she may make an