Amended & Restated Reliance Standard Life Insurance Company Nonqualified Deferred Compensation Plan

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 el ...