RELIANCE STANDARD LIFE INSURANCE COMPANY
AMENDED AND RESTATED
MANAGEMENT INCENTIVE COMPENSATION PLAN
ARTICLE I — INTRODUCTION, OBJECTIVES AND DURATION
1.1 INTRODUCTION. Reliance Standard Life Insurance Company (“RSL” or the “Company”) hereby
amends and restates its existing plan known as the RSL Management Incentive Compensation Plan (as so
amended and restated, the “Plan”), to read in the form set forth herein.
The Plan permits the payment of annual awards, based on the achievement of certain pre-established goals, in
cash, stock options or a combination thereof.
The RSL Management Incentive Compensation Plan became effective as of January 1, 2001 and shall remain
in effect as provided in Section 1.3 hereof. The first Performance Period (as defined in Section 2.12 hereof)
was calendar year 2001.
1.2 PLAN OBJECTIVE. To promote profitable growth of the Company by providing eligible employees with
incentive based compensation, so as to permit RSL to attract and retain employees of the highest caliber who
will demonstrate outstanding performance and will assist in the achievement of overall objectives.
1.3 DURATION. The Plan shall remain in effect unless and until terminated by the Committee or the Board of
Directors; however, each of the Exhibits to the Plan must be separately approved by the Commitee for each
ARTICLE II — DEFINITIONS
The following terms will have the definitions set forth below:
2.1 “ACHIEVEMENT PERCENTAGE” means the percentage amount as determined by the Chairman of the
Board of RSL pursuant to Exhibit D hereof, as in effect for the applicable Performance Period.
2.2 “AWARD” means an award under the Plan of cash, stock options or any combination thereof in respect of
an Incentive Bonus.
2.3 “BASE SALARY” means the employee’s annual base salary on the date on which the applicable
Performance Period commences.
2.4 “BOARD” or “BOARD OF DIRECTORS” means Board of Directors of the Company.
2.5 “COMMITTEE” means, as