exv10w5






Exhibit 10.5




RELIANCE STANDARD LIFE INSURANCE COMPANY

NONQUALIFIED DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009




Preamble



Reliance Standard Life Insurance Company (the “Company”) hereby adopts the Nonqualified Deferred
Compensation Plan (the “Plan”), as amended and restated effective January 1, 2009. The purpose of
the Plan is to provide a select group of highly-compensated employees of the Company and its
participating Affiliated Companies with the opportunity to defer compensation.



The select group of highly-compensated employees who will be eligible for the Plan and are
currently eligible to participate in the Reliance Standard Life Insurance Company Retirement
Savings Plan (the “Retirement Savings Plan”) have a limit imposed on the amount of contributions
they can make to the Retirement Savings Plan. The Plan will allow these highly-compensated
employees to participate in this Plan.



For those employees who are eligible to participate in the Retirement Savings Plan, the Plan will
allow them to be credited with the same level of Company matching contributions they would have
received had certain restrictions not been imposed on contributions to the Retirement Savings Plan.




Definitions



The terms used in this Plan shall have the meanings set forth below:





	 	1.	 	Account shall mean the bookkeeping account described in Section 4 of this Plan
for a NQDC Plan Participant.
	 
	 	2.	 	Affiliated Company shall mean any entity with whom the Company would be
considered a single employer under Code Section 414(b) or 414(c) provided that in applying
Code Section 1563(a)(1), (2) and (3) for purposes of determining a controlled group of
corporations under Code Section 414(b), the language “at least 50 percent” is used instead
of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and
in applying Regulation 1.414(c)-2 for purposes of determining trades or businesses (whether
or not incorporated) that are under common control for purposes of Code Section 414(c), “at
least 50 percent” is used instead of “at least 80 percent” each place it appears in
Regulation 1.414(c)-2.
	 
	 	3.	 	Annual Compensation shall mean annual salary, bonuses and commissions, but
excludes severance pay, tuition, auto expense or moving expense
reimbursements or allowances and any group-term life insurance included on the




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	 	 	 	NQDC Plan Participant’s W-2.
	 
	 	4.	 	Code shall mean the Internal Revenue Code of 1986, as
amended from time to time.

	 
	 	5.	 	Committee shall mean the person or persons appointed by the Board of Directors
of the Company to administer the Plan.
	 
	 	6.	 	Company shall mean Reliance Standard Life Insurance Company.
	 
	 	7.	 	Eligible Employee shall mean, for any calendar year, an employee of a
Participating Employer who is eligible to participate in the Plan, as described in Section
1 of this Plan.
	 
	 	8.	 	ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended.
	 
	 	9.	 	Nonqualified Deferred Annual Compensation shall mean Annual Compensation
deferred by the NQDC Plan Participant to his/her Account under Section 2 of this Plan.
	 
	 	10.	 	NQDC Plan Participant shall mean an Eligible Employee who has elected to defer
his/her Annual Compensation pursuant to Section 2 of the Plan.
	 
	 	11.	 	Participating Employer shall mean






          (a) the Company, Delphi Capital Management, Inc., First Reliance Standard Life
Insurance Company, and any Affiliated Company which shall adopt the Plan for their
employees with the approval of the Board of Directors of the Company; and




          (b) any successor to the business entity described in subsection (a) as a result of a
statutory merger, purchase of assets or any other form of reorganization of the business
of the business entity described in subsection (a).




	 	12.	 	Plan shall mean this Reliance Standard Life Insurance Company Nonqualified
Deferred Compensation Plan as set forth herein and as may be amended from time to time.
	 
	 	13.	 	Plan Matching Amounts shall mean matching amounts credited to a NQDC Plan
Participant’s Account pursuant to Section 3 of this Plan.
	 
	 	14.	 	Retirement Savings Plan shall mean the Reliance Standard Life Insurance
Company Retirement Savings Plan.
	 
	 	15.	 	Retirement Savings Plan Elective Contributions shall mean Basic contributions




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	 	 	 	made by an employee to the Retirement Savings Plan.
	 
	 	16.	 	Retirement Savings Plan Matching Contributions shall
mean Company contributions
made with respect to an employee pursuant to the Retirement Savings Plan.
	 
	 	17.	 	Retirement Savings Plan Participant shall mean an employee of the Company or an
Affiliated Company who is considered a Retirement Savings Plan Participant pursuant to the
terms of the Retirement Savings Plan.





Section 1 — Eligibility



An employee of a Participating Employer will become eligible to participate in the Plan on January
1 of the calendar year with respect to which he/she is first designated as a highly-compensated
employee, as defined in Code Section 414(q) and the regulations thereunder and in accordance with
any “top-paid” group election made by the Company for such calendar year under qualified plans
sponsored by the Company.




Section 2 — Nonqualified Deferred Annual Compensation Elections



Each Eligible Employee shall be eligible to defer from 1% to 10% of his/her Annual Compensation
which would otherwise be payable to him/her for services to be rendered in the following calendar
year. Such employee must elect to defer prior to the beginning of the calendar year of such
deferral, except as otherwise provided below for a “newly eligible” employee.



In the case of the first calendar year in which an employee becomes eligible to participate, such
“newly eligible” employee must make such deferral election within 30 days after his/her initial
January 1 eligibility date, with respect to Annual Compensation paid for services performed after
the election. Where an employee has ceased being eligible to participate (other than the accrual
of earnings) for a period of at least 24 months, and subsequently becomes eligible to participate
in the Plan again, the employee shall be considered a “newly eligible” employee and shall be
eligible to make a deferral election within 30 days after January 1 on which he/she subsequently
becomes eligible to participate in the Plan again after such 24 month period of ineligibility.



Each NQDC Plan Participant shall file with the Company, at the time of his/her initial deferral
election, an irrevocable election regarding the timing and form of distribution for all amounts in
his/her Account under the Plan.




Section 3 — Plan Matching Amounts



In the
event that a Retirement Savings Plan Participant has elected
Nonqualified Deferred

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Annual
Compensation with respect to a calendar year, the Company shall determine a Plan Matching Amount
under this Plan for such employee. The Plan Matching Amount shall be equal to the Retirement
Savings Plan Matching Contribution that would have been credited for such year to the NQDC Plan
Participant had the NQDC Plan Participant also contributed the Nonqualified Deferred Annual
Compensation to the Retirement Savings Plan, less the actual amount of Retirement Savings Plan
Matching Contribution credited to such Retirement Savings Plan Participant for such year. For this
purpose the annual compensation limit under Code Section 401(a)(17) does not apply.
Notwithstanding the above, the maximum amount of Plan Matching Amounts that may be made with
respect to a NQDC Plan Participant for a calendar year will not exceed 50% of the lesser of (i) 4%
of his/her Annual Compensation, or (ii) the annual limit on pre-tax contributions under Code
Section 402(g), less the actual Retirement Savings Plan Matching Contribution credited to
such Retirement Savings Plan Participant for such year.




Section 4 — Plan Accounting



Nonqualified Deferred Annual Compensation and Plan Matching Amounts will not be considered current
income to the employee for federal income tax purposes and shall remain the property of the
Company. No NQDC Plan Participant shall acquire any property interest in such amount or other
assets of the Company, his/her right being limited to receiving from the Company deferred payments
as set forth in this Plan. To the extent that any NQDC Plan Participant acquires a right to
receive benefits under this Plan, such right shall be no greater that the right of any unsecured
general creditor. No such right shall be assignable by a NQDC Plan Participant except that
payments may be made to his/her beneficiary or his/her estate under the terms of Section 5.



A Rabbi Trust has been established in connection with the Plan. SEI Private Trust Company will
serve as the trustee of the Rabbi Trust. The assets in the Rabbi Trust can only be used to pay
benefits under the Plan or to pay claims of general creditors.



The Company shall establish separate bookkeeping Accounts to record all Nonqualified Deferred
Annual Compensation, Plan Matching Amounts, and earnings or losses thereon for each NQDC Plan
Participant. Nonqualified Deferred Annual Compensation, Plan Matching Amounts, and earnings or
losses thereon shall be credited to such Accounts.



Section 5 — Distribution of Nonqualified Deferred Annual Compensation, Plan
Matching Amounts, and Earnings or Losses Thereon





	 	(a)	 	Termination of Employment. At the time of his/her initial deferral election
as provided in Section 2 of this Plan, each NQDC Plan Participant shall irrevocably elect
that the total amount in his/her Account shall begin to be paid as of one of the following
dates:





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	 	(i)	 	the date which is 30 days following the end of the calendar quarter
after the date the employee ceases to be an employee of the Company or any of its
Affiliated Companies; or
	 
	 	(ii)	 	the date which is 30 days following the end of the calendar year after
the date the employee ceases to be an employee of the Company or any of its
Affiliated Companies.






	 	 	 	Payment of the Account will be made in one lump sum or in equal annual installments over
a 5-year period, beginning on the date so specified by the employee.
	 
	 	(b)	 	Death. Upon the death of a NQDC Plan Participant or former NQDC Plan
Participant, the balance (or remaining balance, if installments have commenced pursuant to
Section 5(a) of this Plan) of his/her Account shall be payable to his/her beneficiary (or
if none, to his/her estate), in a lump sum, with such payment to be made within 30 days
following the end of the calendar quarter in which the NQDC Plan Participant’s death
occurs.
	 
	 	(c)	 	Specified Employees. Notwithstanding any provision of this Plan to the
contrary, in the case of a NQDC Plan Participant who is a “specified employee” (as defined
in Code Section 409A(a)(2)(B)(i)) of the Company or any of its Affiliated Companies,
payment of such NQDC Plan Participant’s Account will be made or will commence as of the
first day of the seventh month after the date the NQDC Plan Participant ceases to be an
employee of the Company or any of its Affiliated Companies, other than by reason of death,
and in that case all amounts otherwise payable before the first day of such seventh month
shall be paid on that date in a lump sum to his/her beneficiary (or if none, to his/her
estate).




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Section 6 — Hardship Distributions



Notwithstanding a NQDC Plan Participant’s irrevocable election of a time and form of payment at the
time of his/her initial deferral election pursuant to Section 2 of this Plan, and in accordance
with the provisions of Code Section 409A, a NQDC Plan Participant may make a withdrawal of all or
part of his/her Account prior to such elected distribution date and in the form of a lump sum, but
only in the event the NQDC Plan Participant incurs an unforeseeable emergency and only if the
withdrawal is approved by the Committee. For this purpose, an “unforeseeable emergency” is an
unanticipated emergency caused by an event beyond the control of the NQDC Plan Participant which
would result in a severe financial hardship if early withdrawal were not permitted, and which
cannot be relieved through reimbursement or compensation from insurance or otherwise, by
liquidation of the NQDC Plan Participant’s assets (to the extent the liquidation of such assets
would not cause severe financial hardship), or by cessation of deferrals under the Plan. Any such
distribution shall not exceed the amount reasonably necessary to satisfy the emergency need (which
may include amounts necessary to pay any federal, state, local, or foreign income taxes or
penalties reasonably anticipated to result from the distribution). An “unforeseeable emergency”
shall include severe financial hardship to the NQDC Plan Participant arising out of any of the
following:





	 	(a)	 	An illness or accident of the NQDC Plan Participant or his/her spouse, beneficiary,
or dependent (as defined in Code Section 152, determined without regard to subsections
(b)(1), (b)(2), and (d)(1)(B) thereof);
	 
	 	(b)	 	Loss of the NQDC Plan Participant’s property due to casualty; or
	 
	 	(c)	 	Other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the NQDC Plan Participant’s control.




Requests for early distribution on account of hardship shall be reviewed by the Committee and
payment shall be made only upon the approval by the Committee, in its sole discretion and subject
to the requirements of Code Section 409A.




Section 7 — Plan Administration



The Plan shall be administered by the Committee, which shall have discretionary authority to make,
amend, interpret and enforce all appropriate rules and regulations for the administration of this
Plan and to utilize its discretion to decide or resolve any and all questions, including but not
limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in
connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in
accordance with the claims procedures in Section 10.




Section 8 — Amendment of the Plan




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The Plan may be amended from time to time by resolution of the Board of Directors of the Company
(or, to the extent provided in the following sentence, the Company’s Pension and Retirement Savings
Committee), but no such amendment shall have the effect of reducing any benefits payable hereunder
or otherwise affecting the rights of NQDC Plan Participants or their beneficiaries with respect to
the payment of amounts accumulated under the Plan prior to the date of said amendment. The
Company’s Pension and Retirement Savings Committee may by resolution approve any amendment to the
Plan that is for purpose of curing any ambiguity, correcting or supplementing any provision of the
Plan, or making a change that is necessary or appropriate for purposes of compliance with any
federal or applicable state law, rule, regulation or any opinion, directive or order of any federal
or relevant state governmental authority.




Section 9 — Plan Termination



The Plan will continue in effect until terminated by resolution of the Board of Directors of the
Company, but in the event of such termination, the amounts accumulated pursuant to the Plan prior
to termination will continue to be subject to the provisions of the Plan as if the Plan had not
been terminated.




Section 10 — Claims Procedures



In the event that a benefit hereunder is wholly or partially denied to any NQDC Plan Participant or
his/her beneficiary (hereinafter “Claimant”), the following procedures shall be applicable:





	 	(a)	 	The Committee shall give written notice of the denial of benefit to the Claimant,
setting forth (i) the specific reason for the denial, (ii) specific reference to
pertinent Plan provisions on which the denial is based, (iii) a description of any
additional material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, and (iv) the procedure by
which the Claimant may appeal the denial of his claim (including the time limits
applicable to such procedures and a statement of the Claimant’s rights to bring a civil
action under Section 502(a) of ERISA, following an adverse benefit determination on
review).
	 
	 	(b)	 	Any Claimant shall have the right to request a review of the Committee’s
determination. Such request for review must be made in writing and must be filed with the
Committee within 60 days of the sending of the Committee’s notice of denial. In
connection with any such review, the Claimant or his duly authorized representative shall
be provided, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits and shall
have the opportunity to




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	 	 	 	submit issues and comments in writing to the Committee. Within
60 days after receipt of the written appeal (unless an extension of time is agreed to by
the parties, but in no event more than 120 days after such receipt), the Committee shall
notify the Claimant of this final decision. Such final decision shall be in writing and
shall include (A) the reasons for the decision, (B) specific references to the pertinent
Plan provisions on which the decision is based, (C) a description of the Claimant’s right
to, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim for benefits; (D) a description of
any voluntary appeals procedure offered by the Plan, and (E) a statement of the
Claimant’s right to bring a civil action under section 502(a) of ERISA.





Section 11 — General Conditions





	 	(a)	 	No Employment Contract. Nothing contained herein shall be construed as
conferring upon any person the right to be employed or continue in the employ of the
Company or the Affiliated Companies.
	 
	 	(b)	 	Withholding. The Company shall have the right to withhold from any payment
made under the Plan any taxes required by law to be withheld in respect of such payment.
	 
	 	(c)	 	Governing Law. To the extent not preempted by ERISA, the laws of the
Commonwealth of Pennsylvania shall govern the construction and administration of the Plan.
	 
	 	(d)	 	Binding Upon Successors. The liabilities under the Plan shall be binding
upon any successor or assign of the Company and any purchaser of the Company or
substantially all of the assets of the Company.
	 
	 	(e)	 	Compliance with Law. The Plan is intended to comply with the applicable
requirements of Code Section 409A and its corresponding regulations and related guidance,
and shall be administered in accordance with Code Section 409A. Notwithstanding any
provision of the Plan to the contrary, elections to defer Annual Compensation to the Plan
and distributions from the Plan may only be made in a manner and upon an event permitted by Code Section 409A, and all
payments to be made upon a termination of employment under this Plan may only be made
upon a “separation from service” within the meaning of such term under Code Section
409A. To the extent that any provision of the Plan would cause a conflict with the
requirements of Code Section 409A, or would cause the administration of the Plan to fail
to satisfy the requirements of Code Section 409A, such provision shall be deemed null
and void to the extent permitted by applicable law. In no event may a NQDC Plan
Participant, directly or indirectly, designate the calendar year of payment.





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TO RECORD the adoption of the Plan as amended and restated herein, the Company has caused its
authorized officer to affix its corporate name and seal hereto this 14th day of August, 2008.




	 	 	 	 	 	 	 
	 

	 	 	 	RELIANCE STANDARD LIFE

INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     /S/ CHARLES T. DENARO
 

Secretary

	 	 	 	     /S/ LAWRENCE E. DAURELLE
 

Authorized Officer
	 	(Seal) 
	 
	 	 	 	 	 	 
	PARTICIPATING EMPLOYERS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	DELPHI CAPITAL MANAGEMENT, INC.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     /S/ CHAD W. COULTER
 

Authorized Officer

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	FIRST RELIANCE STANDARD LIFE INSURANCE COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	     /S/ THOMAS W. BURGHART
 

Authorized Officer

	 	 	 	 	 	 







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