<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8930
H. F. AHMANSON & COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-0479700
- ------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4900 Rivergrade Road
Irwindale, California 91706
- --------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: 818/960-6311
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $.01 par value New York Stock Exchange
Series A Junior Participating Pacific Stock Exchange
Cumulative Preferred Stock
Depositary Shares Each Representing a One-Tenth New York Stock Exchange
Interest in a Share of 8.40% Preferred Stock,
Series C
Depositary Shares Each Representing a One-Tenth New York Stock Exchange
Interest in a Share of 6% Cumulative
Convertible Preferred Stock, Series D
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing sale price of its Common Stock on the New
York Stock Exchange on March 17, 1997, a date within 60 days prior to the date
of filing, was $3,990,480,359.
Common Stock, $.01 par value of registrant outstanding at March 17, 1997--
100,594,581 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Annual Meeting of Stockholders to be held
April 21, 1997 are incorporated by reference into Part III of the Form 10-K for
the year ended December 31, 1996.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
EXHIBITS*
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<CAPTION>
EXHIBIT
NUMBERS
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<S> <C>
3.1 Certificate of Incorporation of H. F. Ahmanson & Company, as
amended (Exhibit 3.1 to Form 10-K for year ended December 31,
1991).
3.2 By-Laws of H. F. Ahmanson & Company, as amended (Exhibit 3.2 to
Form 10-Q for quarter ended June 30, 1994).
3.3 Certificate of Designations dated August 12, 1988 (Exhibit 3.1.2
to Form 10-Q for quarter ended September 30, 1988).
3.5 Certificate of Designations dated February 9, 1993 (Exhibit 3.5
to Form 10-K for year ended December 31, 1992).
3.6 Certificate of Designations dated July 30, 1993 (Exhibit 4.1 to
Form 8-K for the event on July 29, 1993).
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Copies of instruments defining the rights of holders of long-term
debt of H. F. Ahmanson & Company or any of its subsidiaries are,
under Item 601(b)(4)(iii)(A) of Regulation S-K, not required to
be filed, but will be filed upon request of the Commission.
4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson &
Company and Union Bank (Exhibit 4.3 to Form 8-K dated July 26,
1988).
<CAPTION>
Management Contracts and Compensatory Plans and Arrangements (Exhibits
10.1-10.23)
<S> <C>
10.1 H. F. Ahmanson & Company 1984 Stock Incentive Plan (Exhibit
10.2.3 to Form 10-K for year ended December 31, 1984).
10.1.1 Amendment to H. F. Ahmanson & Company 1984 Stock Incentive Plan
(Exhibit 10.2.3.1 to Form 10-K for year ended December 31, 1989).
10.2 H. F. Ahmanson & Company 1993 Stock Incentive Plan as amended
(Exhibit 10.2 to Form 10-K for year ended December 31, 1996).
10.3 H. F. Ahmanson & Company Executive Stock Option Award Guidelines.
(Exhibit 10.3 to Form 10-K for year ended December 31, 1996).
10.4 H. F. Ahmanson & Company 1988 Directors' Stock Incentive Plan, as
amended (Exhibit 10.9.25 to Form 10-K for year ended December 31,
1989).
10.5 H. F. Ahmanson & Company 1996 Nonemployee Directors' Stock
Incentive Plan (Exhibit 10.19 to Form 10-K for year ended
December 31, 1995).
10.6 H. F. Ahmanson & Company Executive Long-Term Incentive Plan as
amended (Exhibit 10.6 to Form 10-K for year ended December
31, 1996).
10.7 H. F. Ahmanson & Company Executive Short-Term Incentive Plan, as
amended (Exhibit 10.9.26 to Form 10-K for year ended December 31,
1994).
10.8 1989 Contingent Deferred Compensation Plan of H. F. Ahmanson &
Company (Exhibit 19.4 to Form 10-Q for quarter ended June 30,
1991).
10.8.1 First Amendment to 1989 Contingent Deferred Compensation Plan of
H. F. Ahmanson & Company (Exhibit 10.9.27.1 to Form 10-K for year
ended December 31, 1995).
10.8.2 Second Amendment to 1989 Contingent Deferred Compensation Plan of
H. F. Ahmanson & Company.
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54
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<TABLE>
<CAPTION>
EXHIBIT
NUMBERS
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<S> <C>
10.9 Elective Deferred Compensation Plan of H. F. Ahmanson & Company
(Exhibit 19.6 to Form 10-Q for quarter ended June 30, 1991).
10.9.1 First Amendment to Elective Deferred Compensation Plan of H. F.
Ahmanson & Company (Exhibit 10.9.29.1 to Form 10-K for year ended
December 31, 1995).
10.9.2 Second Amendment to Elective Deferred Compensation Plan of H. F.
Ahmanson & Company.
10.10 Capital Accumulation Plan of H. F. Ahmanson & Company.
10.10.1 First Amendment to Capital Accumulation Plan of H. F. Ahmanson &
Company.
10.11 Supplemental Executive Retirement Plan of H. F. Ahmanson &
Company, as amended and restated (Exhibit 10.9.7.1 to Form 10-K
for year ended December 31, 1995).
10.11.1 First Amendment to Supplemental Executive Retirement Plan of H.
F. Ahmanson & Company.
10.12 Senior Supplemental Executive Retirement Plan of H. F. Ahmanson
and Company, as amended and restated (Exhibit 10.17.1 to Form 10-
K for year ended December 31, 1995).
10.13 Executive Life Insurance Plan of H. F. Ahmanson & Company
(Exhibit 10.9.30 to Form 10-K for year ended December 31, 1989).
10.13.1 First Amendment to Executive Life Insurance Plan of H. F.
Ahmanson & Company (Exhibit 10.9.30.1 to Form 10-K for year ended
December 31, 1995).
10.13.2 Second Amendment to Executive Life Insurance Plan of H. F.
Ahmanson & Company.
10.14 Senior Executive Life Insurance Plan of H. F. Ahmanson & Company,
as amended and restated (Exhibit 10.18.1 to Form 10-K for year
ended December 31, 1995).
10.15 H. F. Ahmanson & Company Supplemental Long Term Disability Plan
(Exhibit 10.9.31 to Form 10-K for year ended December 31, 1989).
10.16 Executive Medical Reimbursement Plan (Exhibit 10.9.8 to Form 10-K
for year ended December 31, 1984).
10.16.1 Amendment to Executive Medical Reimbursement Plan adopted March
24, 1987 (Exhibit 10.9.8.1 to Form 10-K for year ended December
31, 1986).
10.17 Financial Counseling Plan for Executives, as amended (Exhibit
19.6 to Form 10-Q for quarter ended September 30, 1985).
10.17.1 Amendment to Financial Counseling Plan for Executives adopted
March 24, 1987 (reference is made to Exhibit 10.9.8.1 to Form 10-
K for year ended December 31, 1986).
10.18 Outside Directors' Elective Deferred Compensation Plan of H. F.
Ahmanson & Company (Exhibit 19.5 to Form 10-Q for quarter ended
June 30, 1991).
10.18.1 First Amendment to Outside Directors' Elective Deferred
Compensation Plan of H. F. Ahmanson & Company (Exhibit 10.9.28.1
to Form 10-K for year ended December 31, 1995).
10.18.2 Second Amendment to Outside Directors' Elective Deferred
Compensation Plan of H. F. Ahmanson & Company.
10.19 Outside Directors' Capital Accumulation Plan of H. F. Ahmanson &
Company.
10.19.1 First Amendment to Outside Directors' Capital Accumulation Plan
of H. F. Ahmanson & Company.
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55
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<TABLE>
<CAPTION>
EXHIBIT
NUMBERS
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10.20 Outside Director Retirement Plan of H. F. Ahmanson & Company, as
amended and restated (Exhibit 19.2 to Form 10-Q for quarter ended
June 30, 1991).
10.20.1 First Amendment to Outside Director Retirement Plan of H. F.
Ahmanson & Company (Exhibit 10.9.11.1 to Form 10-K for year ended
December 31, 1995).
10.21 H. F. Ahmanson & Company Griffin Investment Account (Exhibit
10.9.21 to Form 10-K for year ended December 31, 1989).
10.21.1 First Amendment to H. F. Ahmanson & Company Griffin Investment
Account (Exhibit 19.2 to Form 10-Q for quarter ended September
30, 1990).
10.22 Amended Form of Employment Agreement between H. F. Ahmanson &
Company and executive officers (Exhibit 10.22 to Form 10-K
for year ended December 31, 1996).
10.23 Amended Form of Indemnity Agreement between H. F. Ahmanson &
Company and directors and executive officers (Exhibit 10.13 to
Form 10-K for year ended December 31, 1989).
21 Subsidiaries of H. F. Ahmanson & Company (Exhibit 21 to
Form 10-K for year ended December 31, 1996).
23 Independent Auditors' Consent (Exhibit 23 to Form 10-K for
year ended December 31, 1996).
27 Financial Data Schedule (Exhibit 27 to Form 10-K for year
ended December 31, 1996).
</TABLE>
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* Exhibits followed by a parenthetical reference are incorporated by reference
herein from the documents described therein. Documents filed prior to May
1985 were filed by H. F. Ahmanson & Company, a California corporation,
Commission File No. 1-7108.
56
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irwindale, State of California, on the 28th day of March 1997.
H. F. AHMANSON & COMPANY
By /s/ Kevin M. Twomey
___________________________________
Kevin M. Twomey
Senior Executive Vice President
and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated below and on the 28th day of March 1997.
/s/ Byron Allumbaugh
___________________________________
Byron Allumbaugh
Director
/s/ Harold A. Black
___________________________________
Harold A. Black
Director
/s/ Richard M. Bressler
___________________________________
Richard M. Bressler
Director
/s/ David R. Carpenter
___________________________________
David R. Carpenter
Director
/s/ Phillip D. Matthews
___________________________________
Phillip D. Matthews
Director
/s/ Richard L. Nolan
___________________________________
Richard L. Nolan
Director
/s/ Delia M. Reyes
___________________________________
Delia M. Reyes
Director
57
<PAGE>
/s/ Charles R. Rinehart
___________________________________
Charles R. Rinehart
Director
Principal Executive Officer
___________________________________
Frank M. Sanchez
Director
/s/ Elizabeth A. Sanders
___________________________________
Elizabeth A. Sanders
Director
/s/ Arthur W. Schmutz
___________________________________
Arthur W. Schmutz
Director
/s/ William D. Schulte
___________________________________
William D. Schulte
Director
/s/ Bruce G. Willison
___________________________________
Bruce G. Willison
Director
/s/ Kevin M. Twomey
___________________________________
Kevin M. Twomey
Principal Financial Officer
/s/ George Miranda
___________________________________
George Miranda
Principal Accounting Officer
58
<PAGE>
EXHIBIT 10.8.2
SECOND AMENDMENT TO
-------------------
1989
----
CONTINGENT DEFERRED COMPENSATION PLAN
-------------------------------------
OF H.F. AHMANSON & COMPANY
--------------------------
The Contingent Deferred Compensation Plan of H. F. Ahmanson & Company, as
amended as of January 1, 1995, is hereby further amended as follows, effective
as of February 6, 1996.
I.
--
Section 5.9 is hereby amended to revise paragraph (c) thereof to read as
follows:
"(c) A "Change in Control shall occur:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this clause (i), the
-------- -------
following acquisitions shall not constitute a Change in Control: (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this section; or
(ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
-------- -------
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination
<PAGE>
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company's Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, twenty-five percent 25%
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(iv) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company."
IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed this 18th day of March 1997, effective as of February 6,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
--------------------------
Title: Senior Executive Vice President
<PAGE>
EXHIBIT 10.9.2
SECOND AMENDMENT TO
-------------------
ELECTIVE DEFERRED COMPENSATION PLAN
-----------------------------------
OF H.F. AHMANSON & COMPANY
--------------------------
The Elective Deferred Compensation Plan of H. F. Ahmanson & Company, as amended
as of January 1, 1995, is hereby further amended as follows, effective as of
February 6, 1996.
I.
--
Section 5.9 is hereby amended to revise paragraph (c) thereof to read as
follows:
"(c) A "Change in Control shall occur:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Company(the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this clause (i), the
-------- -------
following acquisitions shall not constitute a Change in Control: (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this section; or
(ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
-------- -------
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the
<PAGE>
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company's Common Stock and Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, twenty-five percent 25% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company."
IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed this 18th day of March 1997, effective as of February 6,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
-----------------------------------
Title: Senior Executive Vice President
<PAGE>
EXHIBIT 10.10
CAPITAL ACCUMULATION PLAN
-------------------------
OF H. F. AHMANSON & COMPANY
---------------------------
(Effective January 1, 1995)
<PAGE>
TABLE OF CONTENTS
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<TABLE>
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PAGE
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<S> <C>
PREAMBLE 1
ARTICLE I
DEFINITIONS 2
1.1 Account 2
1.2 Beneficiary 2
1.3 Board 2
1.4 CD Rate 2
1.5 Committee 2
1.6 Company 2
1.7 Continuous Service 2
1.8 Deferral Commitment or Deferral Unit 3
1.9 Deferral Period 3
1.10 Disability 3
1.11 Early Distribution 3
1.12 Early Retirement 3
1.13 Effective Date 4
1.14 Elective Deferred Compensation 4
1.15 Employer 4
1.16 Financial Hardship 4
1.17 Griffin Investment Account 4
1.18 Griffin Investment Augmentation Account 4
1.19 HFA Retirement Plan 4
1.20 Normal Retirement 5
1.21 Participant 5
1.22 Participation Agreement 5
1.23 Plan 5
1.24 Plan Year 5
1.25 Subsidiary 5
1.26 Termination of Employment 5
1.27 T-Note Rate 5
1.28 Valuation Date 6
ARTICLE II
COMMITTEE 6
2.1 Appointment of Committee 6
2.2 Duties of Committee 6
2.3 Determinations by Committee; Appointment
</TABLE>
(1)
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<TABLE>
<S> <C>
of Agents; Settlement of Claims 7
2.4 Compensation and Expenses of the
Committee 8
2.5 Resignation and Removal of Members 8
2.6 Appointment of Successors 8
</TABLE>
(2)
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<TABLE>
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ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS 9
3.1 Eligibility and Participation 9
3.2 Basic Form of Deferral; Minimum
Deferral 9
3.3 Limitation on Deferral 10
3.4 Deferral Commitments Limited by
Termination of Employment 10
3.5 Modification of Deferral Commitments 10
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS 11
4.1 Accounts 11
4.2 Elective Deferred Compensation 11
4.3 Crediting Rate 11
4.4 Determination of Accounts 12
4.5 Vesting of Accounts 12
4.6 Statement of Accounts 13
4.7 Pension Make-Up 13
4.8 Griffin Investment Account Match 13
ARTICLE V
PLAN BENEFITS 14
5.1 Plan Benefit 14
5.2 Form of Retirement Benefit Payment 15
5.3 Form of Benefit Payment Upon Termination
of Employment 17
5.4 Survivor Benefits 17
5.5 Early Distributions 18
5.6 Hardship Distributions 19
5.7 Disability 20
5.8 Valuation and Settlement 20
5.9 Change in Control and Lump Sum Payments 21
5.10 Continuous Service 26
5.11 Distributions from General Assets 27
5.12 Withholding and Payroll Taxes 27
5.13 Payment to Guardian 27
5.14 Small Benefit 28
5.15 Protective Provisions 28
5.16 Notices and Elections 28
</TABLE>
(3)
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<TABLE>
<S> <C>
ARTICLE VI
DESIGNATION OF BENEFICIARY 29
6.1 Designation of Beneficiary 29
6.2 Failure to Designate Beneficiary 29
</TABLE>
(4)
<PAGE>
<TABLE>
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ARTICLE VII
POWERS 30
7.1 No Liability 30
7.2 Advice of Counsel 30
7.3 Distributions of Participants' Interests
When Company is Unable to Locate
Distributees 31
ARTICLE VIII
MAINTENANCE OF ACCOUNTS 31
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN 32
9.1 Amendment 32
9.2 Company's Right to Terminate 33
ARTICLE X
SPENDTHRIFT PROVISIONS 33
ARTICLE XI
MISCELLANEOUS 34
11.1 Right of Employers to Dismiss Employees;
Obligations 34
11.2 Title to and Ownership of Assets Held
for Accounts 35
11.3 Nature of Liability to Participants 35
11.4 Benefits to be Provided Solely by the
Company - Subsidiaries not Liable
Therefor 35
11.5 Text to Control 35
11.6 Law Governing and Severability 35
11.7 Resolution 36
11.8 Name 36
11.9 Gender 36
11.10 Ineligible Participant 36
</TABLE>
(5)
<PAGE>
CAPITAL ACCUMULATION PLAN
-------------------------
OF H. F. AHMANSON & COMPANY
---------------------------
(Effective as of January 1, 1995)
PREAMBLE
--------
The purpose of this Capital Accumulation Plan (the "Plan") is to
provide opportunities for a select group of management or highly compensated
employees of H. F. Ahmanson & Company (the "Company") and its Subsidiaries to
accumulate supplemental funds for retirement, special needs prior to retirement
or death. The Plan will be, as of January 1, 1995, and will apply to all
deferral elections made after September 30, 1994.
The Company hereby declares that its intention is to create an unfunded
Plan primarily for the purpose of providing a select group of management or
highly compensated employees of the Company and of its affiliated organizations
with deferred compensation in accordance with their individual elections. It is
also the intention of the Company that the Plan be an "employee pension benefit
plan" as defined in Section 3(2) of Title I of the Employee Retirement Income
Security Act of 1974 ("ERISA") and that the Plan be the type of plan described
in
-1-
<PAGE>
Sections 201(2), 301(3) and 401(a)(1) of Title I of ERISA. The Company is the
"named fiduciary" of the Plan for purposes of Section 402(a)(2) of ERISA.
ARTICLE I
DEFINITIONS
-----------
When used herein, the following words shall have the following meanings
unless the content clearly indicates otherwise:
.1 Account. "Account" means the device used by the Company to
-------
measure and determine the amounts to be paid to a Participant under the Plan for
each Deferral Unit. Separate Accounts will be established for amounts deferred
by a Participant under separate Deferral Units.
.2 Beneficiary. "Beneficiary" means the person who under this Plan
-----------
becomes entitled to receive a Participant's interest in the event of his death.
.3 Board. "Board" means the Board of Directors of the Company or
-----
any committee thereof acting within the scope of its authority.
.4 CD Rate. "CD Rate" means for each Plan Year the interest rate
-------
paid by Home Savings of America, FSB on a one year
-2-
<PAGE>
Non-Marketable Certificate of Deposit as of January 1 of such Plan Year.
.5 Committee. "Committee" means the committee appointed to
---------
administer the Plan pursuant to Article II.
.6 Company. "Company" means H. F. Ahmanson & Company, a Delaware
-------
corporation, and any successor in interest.
.7 Continuous Service. "Continuous Service" means the period of
------------------
continuous employment of a Participant by an Employer determined in accordance
with Section 5.10.
.8 Deferral Commitment or Deferral Unit. "Deferral Commitment" or
------------------------------------
"Deferral Unit" means a deferral commitment made by a Participant to establish a
deferral unit pursuant to Article III for which a Participation Agreement has
been submitted by the Participant to the Committee.
.9 Deferral Period. "Deferral Period" means the period over which a
---------------
Participant elects to defer base salary or bonuses, as the Committee may permit
in its discretion. A Deferral Period may be one or more calendar years and will
continue indefinitely from year to year until a Participant elects to terminate
the Deferral Period or commence a new Deferral Period. A new Deferral Period
may start each January 1.
.10 Disability. "Disability" means total and permanent incapacity of
----------
a Participant to perform the usual duties
-3-
<PAGE>
of his employment with his Employer as determined by his Employer based upon
competent medical evidence. If a Participant makes application for disability
benefits under the Social Security Act, as now in effect or as hereafter
amended, and qualifies for such benefits, he shall be presumed to be totally
disabled, subject to the Employer's determination that the disability is such
that it may be regarded as total and permanent in nature.
.11 Early Distribution. "Early Distribution" means a distribution
------------------
prior to Termination of Employment pursuant to Section 5.5.
.12 Early Retirement. "Early Retirement" means Termination of
----------------
Employment of a Participant, other than by reason of Normal Retirement or death,
on or after the date on which the Participant has either (i) attained age fifty-
five (55) and completed at least fifteen (15) years of Continuous Service or
(ii) attained age fifty (50) and completed at least twenty-five (25) years of
Continuous Service.
.13 Effective Date. "Effective Date" means January 1, 1995.
--------------
.14 Elective Deferred Compensation. "Elective Deferred Compensation"
------------------------------
means the amount of compensation that a Participant elects to defer pursuant to
a Deferral Commitment.
-4-
<PAGE>
.15 Employer. "Employer" means the Company or one of its
--------
Subsidiaries.
.16 Financial Hardship. "Financial Hardship" means an immediate and
------------------
heavy financial need of the Participant, determined by the Committee on the
basis of written information supplied by the Participant in accordance with such
standards as are, from time to time, established by the Committee.
.17 Griffin Investment Account. "Griffin Investment Account" means
--------------------------
the Griffin Investment Account of H. F. Ahmanson & Company, as presently
constituted and as amended from time to time.
.18 Griffin Investment Augmentation Account. "Griffin Investment
---------------------------------------
Augmentation Account" means an account established pursuant to Section 4.8 to
enable a Participant to receive Company matching contributions which are lost
under the Griffin Investment Account as a result of deferrals under this Plan.
.19 HFA Retirement Plan. "HFA Retirement Plan" means the H. F.
-------------------
Ahmanson & Company Retirement Plan, as presently constituted and as amended from
time to time.
.20 Normal Retirement. "Normal Retirement" means Termination of
-----------------
Employment of a Participant, other than by reason of death, on or after the date
on which the Participant has attained age sixty-five (65).
-5-
<PAGE>
.21 Participant. "Participant" means any individual who is
-----------
participating in this Plan as provided in Article III.
.22 Participation Agreement. "Participation Agreement" means the
-----------------------
agreement submitted by a Participant to the Committee prior to the beginning of
the Deferral Period, with respect to one or more Deferral Commitments made for
such Deferral Period.
.23 Plan. "Plan" means this "Capital Accumulation Plan" as set forth
----
in this document and as the same may be amended, administered or interpreted
from time to time.
.24 Plan Year. "Plan Year" means each calendar year beginning on
---------
January 1 and ending on December 31.
.25 Subsidiary. "Subsidiary" means a corporation the majority of the
----------
outstanding voting stock of which is owned, directly or indirectly, by the
Company.
.26 Termination of Employment. "Termination of Employment" means
-------------------------
termination of a Participant's employment with all Employers.
.27 T-Note Rate. "T-Note Rate" means for each Plan Year the interest
-----------
rate which is equivalent to an effective annual yield equal to the 120 month
rolling average rate of ten-year United States Treasury Notes as of the June 30
preceding the
-6-
<PAGE>
applicable Plan Year. This rate will be determined once each year by an outside
source selected by the Company.
.28 Valuation Date. "Valuation Date" means the last day of each
--------------
month, or such other dates as the Committee may determine in its discretion,
which may be either more or less frequent, for the valuation of Participants'
Accounts.
ARTICLE II
COMMITTEE
---------
21 Appointment of Committee. The Committee shall consist of three (3)
------------------------
members who shall be appointed by the Board. Each member shall serve as such a
member until resignation, death or removal by the Board. If at any time the
Committee shall not be in existence, or shall be unable or refuse to make a
determination necessary or convenient to the administration of this Plan, the
Board shall appoint a new member or members to the Committee.
22 Duties of Committee. The Committee shall be charged with the
-------------------
administration of this Plan and shall decide all questions arising in the
administration, interpretation and application of the Plan, including all
questions of distributions, except as such may be expressly reserved hereunder
-7-
<PAGE>
to the Board. The decision of the Committee shall be conclusive and binding on
all parties, providing that the Committee has acted in good faith and in
accordance with the provisions of this Plan.
The Committee shall, from time to time, direct the Treasurer of the
Company concerning the payments to be made hereunder to the Participants
pursuant to this Plan and shall have such other powers respecting administration
of the Plan as may be conferred upon it hereunder or as may be delegated to it
from time to time by the Board.
If any member of the Committee shall be a Participant hereunder, then
in any matters affecting any member of the Committee in his individual capacity
as a Participant hereunder, separate and apart from his status as a member of
the group of Participants, such interested member shall have no authority to
vote in the determination of such matters as a member of the Committee, but the
Committee shall determine such matter as if said interested member were not a
member of the Committee; provided, however, that this shall not be deemed to
take from said interested member any of his rights hereunder as a Participant.
If the remaining members of the Committee should be unable to agree on any
matter so affecting an interested member because of an equal division of voting,
the Board shall appoint a
-8-
<PAGE>
temporary member of the Committee in order to create an odd number of voting
members.
23 Determinations by Committee; Appointment of Agents; Settlement of
-----------------------------------------------------------------
Claims.
- ------
(a) The Committee may delegate to any agent such duties and powers,
both ministerial and discretionary, as it deems appropriate, excepting only that
all matters involving interpretation of the Plan shall be determined by the
Committee, and settlement of claims shall be determined by the Committee in
accordance with the provisions of subsection (b) hereof.
(b) Section 503 of Title I of ERISA requires that there be established
with respect to the Plan claims procedures which are in accordance with
regulations that may be promulgated under said section by the Secretary of
Labor. The Committee shall establish and maintain procedures pertaining to
claims by Participants and their Beneficiaries for benefits under the Plan,
which shall be in compliance with the requirements of said Section 503.
(c) Except as hereinbefore provided, any determination by a majority
of the Committee at a meeting thereof, whether in person or by telephone, or
without a meeting by a resolution or memorandum signed by all the members, shall
be final and conclusive on the Company, on all Participants and
-9-
<PAGE>
Beneficiaries claiming any right hereunder, and on all third parties dealing
with the Company.
21 Compensation and Expenses of the Committee. The compensation of
------------------------------------------
the members of the Committee, officers, agents, counsel or other persons
retained or employed by the Committee for services rendered in connection with
the Plan shall be fixed by the Committee, subject to the approval of the Board,
and shall be paid by the Company.
22 Resignation and Removal of Members. Any member of the Committee
----------------------------------
may resign at any time by giving written notice to the other members and to the
Company, effective as therein stated, or otherwise upon receipt. Any member or
members of the Committee may, at any time, be removed by the Board.
23 Appointment of Successors. Upon death, resignation, termination
-------------------------
or removal of any member of the Committee, the Board shall appoint a successor.
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS
--------------------------------------
3.1 Eligibility and Participation.
-----------------------------
(a) Eligibility. Eligibility to make a Deferral Commitment shall
-----------
be limited to employees of any Employer who
-10-
<PAGE>
receive an annual base salary of at least $70,000 or such larger amount as the
Committee may determine from time to time and who will have completed one year
of Continuous Service prior to commencement of the Deferral Period, unless
waived by the Committee in its discretion.
(b) Participation. An eligible individual may elect to
-------------
participate in the Plan by submitting a Participation Agreement to the Committee
prior to such date preceding the Deferral Period as the Committee may determine.
A Participation Agreement will continue in effect indefinitely from year to year
until a Participant elects to terminate the Participation Agreement or enter
into a new Participation Agreement. Except as provided in Section 3.5 or as the
Committee may otherwise determine, any election to terminate a Participation
Agreement or enter into a new Participation Agreement will take effect on
January 1 after such election is received by the Committee.
3.2 Basic Forms of Deferral; Minimum Deferral. A Participant may
-----------------------------------------
elect in a Participation Agreement to establish any or all of the following
Deferral Units:
(a) Salary Deferral Unit. A Participant may elect to defer a
--------------------
portion of base salary for the Deferral Period. The amount to be deferred shall
be stated as an even percentage of base salary.
-11-
<PAGE>
(b) Bonus Deferral Unit. A Participant may elect to defer bonus
-------------------
amounts (including Loan Department production bonuses) to be paid by the
Employer in the Deferral Period. The amount to be deferred shall be stated as
an even percentage of such bonus, or as an even percentage in excess of a stated
base amount of bonus.
(c) Special Deferral Unit. A Participant may elect any special
---------------------
Deferral Commitment which is authorized by the Committee in its discretion.
(d) Minimum Deferral. The minimum deferral under the Plan shall
----------------
be $2,000 per year or such other amount as the Committee may determine from time
to time in its discretion.
3.3 Limitation on Deferral. Except as otherwise permitted for
----------------------
special Deferral Units, a Participant shall not defer for any Plan Year, in the
aggregate for all Deferral Units, more than the following percentages of
compensation otherwise payable:
(a) Twenty-five percent (25%) of the Participant's base salary.
(b) One hundred percent (100%) of the Participant's bonus.
-12-
<PAGE>
3.4 Deferral Commitments Limited by Termination of Employment. A
---------------------------------------------------------
Participant's Deferral Commitments shall terminate upon the Participant's
Termination of Employment.
3.5 Modification of Deferral Commitments. Deferral Commitments shall
------------------------------------
be irrevocable except as follows:
(a) Financial Hardship. The Committee may permit a Participant
------------------
to reduce the amount to be deferred, or waive the remainder of the Deferral
Commitment, upon a finding that the Participant has suffered a Financial
Hardship.
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS
------------------------------
4.1 Accounts. For record-keeping purposes only, Accounts shall be
--------
maintained for each Participant. Separate Accounts shall be maintained for each
Deferral Unit of a Participant.
4.2 Elective Deferred Compensation. A Participant's Elective
------------------------------
Deferred Compensation shall be credited to the Participant's Account as of the
date when the corresponding non-deferred portion of the compensation is paid or
would have been paid but for the Deferral Commitment. Any withholding of taxes
or other amounts with respect to deferred compensation that is
-13-
<PAGE>
required by federal, state or local law shall be withheld from the Participant's
non-deferred compensation to the maximum extent possible with any excess being
withheld from the Participant's Deferral Commitment or Account.
4.3 Crediting Rate. The Accounts shall be credited monthly with
--------------
interest based on the rates specified below, compounded annually. Interest
shall be credited as of each Valuation Date from the dates when deferred amounts
are credited to Accounts based on the balance of each Account.
(a) Interest Rate During Participant's Lifetime. During a
-------------------------------------------
Participant's lifetime, the Participant's Accounts will be credited with
interest on a monthly basis during each Plan Year at the T-Note Rate which is
applicable for that Plan Year.
(b) Interest Rate After Participant's Death. Following a
---------------------------------------
Participant's death, the Participant's Accounts will be credited with interest
on a monthly basis during each Plan Year at the CD Rate which is applicable for
that Plan Year.
4.4 Determination of Accounts. A Participant's Account as of each
-------------------------
Valuation Date shall consist of the balance of the Participant's Account as of
the immediately preceding Valuation Date, plus the Participant's Elective
Deferred Compensation and interest credited to such Account and minus any
-14-
<PAGE>
distributions made from such Account since the immediately preceding Valuation
Date.
4.5 Vesting of Accounts. Each Participant shall be one hundred
-------------------
percent (100%) vested at all times in the amounts credited to such Participant's
Accounts.
4.6 Statement of Accounts. The Company shall submit to each
---------------------
Participant quarterly statements setting forth the balance to the credit of the
Accounts maintained for the Participant.
4.7 Pension Make-Up. If a Participant receives benefits under the
---------------
HFA Retirement Plan, a supplemental pension benefit shall be paid under this
Plan as follows:
(a) The supplemental pension benefit shall be the amount, if any,
by which the benefit payable from the HFA Retirement Plan will be reduced from
the benefit that would have been payable if the Participant had not deferred
amounts under this Plan, except to the extent the reduction is made up by the
Company's Supplemental Executive Retirement Plan or any other non-qualified
defined benefit retirement plan or arrangement of the Employer.
(b) The Company shall pay the supplemental pension benefit to the
Participant in a lump sum upon the Participant's Termination of Employment or,
if the lump sum
-15-
<PAGE>
amount is more than $50,000, when the Participant's benefit commences under the
HFA Retirement Plan ("Commencement Date"). The lump sum amount shall be
calculated using the actuarial equivalence factors in the HFA Retirement Plan
applicable to benefits accruing thereunder at the Commencement Date, or the
factors in effect at the time of the HFA Retirement Plan's termination if such
termination occurs prior to the Commencement Date.
4.8 Griffin Investment Account Match. For each Plan Year in a
--------------------------------
Deferral Period, the Company shall credit to the Griffin Investment Augmentation
Account of any Participant an amount equal to the amount by which the
contribution that would otherwise have been made by the Company to the Griffin
Investment Account for such Participant for the Plan Year is reduced by reason
of the reduction in the Participant's compensation for the Plan Year due to
deferrals under this Plan. The Company's contribution shall be credited to the
Griffin Investment Augmentation Account following the end of each Plan Year. A
Participant's interest in any credit to his Griffin Investment Augmentation
Account and earnings thereon shall vest at the same rate and at the same time as
would have been the case had such contribution been made to the Griffin
Investment Account. Interest will be credited on a Griffin Investment
Augmentation
-16-
<PAGE>
Account at the same rate as other Accounts in accordance with Section 4.3 at
such times and in such manner as the Committee may determine.
Upon Normal or Early Retirement, Disability, death or other Termination
of Employment, the Company shall pay to the Participant (or his Beneficiary in
the event of the Participant's death) an amount equal to the value of the
Participant's vested balance in his Griffin Investment Augmentation Account in
one lump sum payment.
Participants who in any Plan Year are not entitled to receive a Company
matching contribution in the Griffin Investment Account, either because they are
eligible to participate in the Company's Contingent Deferred Compensation Plan
or for any other reason, will not be entitled to receive a Company contribution
under this Plan to a Griffin Investment Augmentation Account for such Plan Year.
-17-
<PAGE>
ARTICLE V
PLAN BENEFITS
-------------
5.1 Plan Benefit. If a Participant has a Termination of Employment
------------
for any reason including Disability or death, the Company shall pay a Plan
benefit for each Deferral Unit equal to the Participant's Account for the
Deferral Unit, as determined below:
(a) Upon Retirement, Disability, Death or After Change in
-----------------------------------------------------
Control. Unpaid balances of Accounts of Participants who have a Termination of
- -------
Employment upon Normal or Early Retirement, Disability, death, or at any time
after a Change in Control shall be credited retroactively with one hundred
twenty-five percent (125%) of the T-Note Rate for each Plan Year.
(b) Upon Termination of Employment Before Retirement, Disability
------------------------------------------------------------
or Death Prior to a Change in Control. Unpaid balances of Accounts of
- -------------------------------------
Participants who have a Termination of Employment prior to a Change in Control
before Normal or Early Retirement for reasons other than Disability or death
shall be credited retroactively with a percentage of the T-Note Rate based on
the Participant's completed years of Continuous Service from his date of hire,
including years of
-18-
<PAGE>
Continuous Service before the Effective Date of this Plan, as follows:
<TABLE>
<CAPTION>
Completed Years of
Continuous Service % of T-Note Rate
----------------------- -----------------
<S> <C>
Less than Five Years 100%
Five years or more 125%
</TABLE>
(c) Duration. The interest rates provided under paragraphs (a)
--------
and (b) above shall be payable until the Participant's Accounts are distributed
in full except in the event of the Participant's death. After the Participant's
death interest shall be credited at the CD Rate pursuant to Section 4.3(b).
5.2 Form of Retirement Benefit Payment. Retirement benefits payable
----------------------------------
following Normal or Early Retirement will be paid in accordance with the form of
retirement benefit elected by the Participant for each Deferral Unit on an
election form prescribed by the Committee for designation of form of payment. A
Participant may change this election by filing a new election at any time which
is more than 12 months preceding Normal or Early Retirement. Retirement benefits
for a Deferral Unit will be paid in accordance with the most recent timely
election made for that Deferral Unit. Any election which is not timely made will
be void. Thereafter, a Participant's election will be irrevocable, except that a
Participant who has elected payments
-19-
<PAGE>
in installments may request in writing payment in a lump sum, at any time after
Normal or Early Retirement, of the amount of his Account for any Deferral Unit
which is reasonably necessary to meet the Participant's requirements due to a
Financial Hardship.
The available forms of payment after Normal or Early Retirement are as
follows:
(a) Lump Sum. A lump sum payment after Normal or Early
--------
Retirement.
(b) Installment Payments. Monthly installment payments in
--------------------
substantially equal payments of principal and interest over a payment period of
60, 120 or 180 months, as elected by the Participant. The amount of the monthly
installments shall be redetermined effective as of January 1 of each year based
on the remaining Account balance and the remaining number of installment
payments. If no election is made, retirement benefits will be paid in monthly
installments over 180 months.
(c) Deferred Payments. A Participant may elect, in the election
-----------------
form for designation of form of payment for any Deferral Unit, to have the lump
sum or installment payments which are payable following Normal or Early
Retirement commence subsequent to Normal or Early Retirement in January of the
year
-20-
<PAGE>
following Normal or Early Retirement or when the Participant attains age 55, 60,
65 or 70.
5.3 Form of Benefit Payment Upon Termination of Employment.
------------------------------------------------------
Termination benefits payable upon a Participant's Termination of Employment
before Normal or Early Retirement for reasons other than Disability or death
shall be paid in a lump sum following Termination of Employment.
5.4 Survivor Benefits.
-----------------
(a) Amount of Survivor Benefit. The amount payable as a survivor
--------------------------
benefit for a Deferral Unit shall be equal to the remaining unpaid balance of
the Participant's Account, if any, for the Deferral Unit. If the Participant
dies during employment with an Employer, the amount payable with respect to the
unpaid balances of each of the Participant's Accounts shall be determined by
retroactively crediting interest at one hundred twenty-five percent (125%) of
the T-Note Rate for each Plan Year through the date of the Participant's death.
After the Participant's death interest shall be credited at the CD Rate for each
Plan Year pursuant to Section 4.3(b).
(b) Form of Survivor Benefit. If the Participant dies before
------------------------
commencement of distributions of the Participant's Account with respect to a
Deferral Unit, the Participant's Account balance for the Deferral Unit shall be
paid in the form
-21-
<PAGE>
and over the period elected by the Participant for payment of the survivor
benefit for such Deferral Unit. However, the Participant may modify the form of
payment of survivor benefits in a written form filed with the Committee at any
time prior to the Participant's death. If no election is made, survivor benefits
will be paid in a lump sum. Survivor benefit payments shall commence following
the Participant's death.
If the Participant dies after commencement of distributions of
the Participant's Account with respect to a Deferral Unit, the Participant's
remaining Account balance, if any, for the Deferral Unit shall be paid by
continuation of the form of benefit which was payable to the Participant for the
remaining payments which would have been made to the Participant if the
Participant had lived.
Notwithstanding the foregoing, the survivor benefit will be paid
in a lump sum if the aggregate Account balance for all of the Participant's
Accounts is less than $50,000.
5.5 Early Distributions. A Participant may elect to receive an early
-------------------
distribution from his Account for a Deferral Unit prior to Termination of
Employment ("Early Distribution") subject to the following restrictions:
-22-
<PAGE>
(a) Timing of Election. The election to take an Early
------------------
Distribution from an Account for a Deferral Unit must be made at the same time
the Participant elects the form of payment for the Deferral Unit.
(b) Amount of Withdrawal. The amount which a Participant can
--------------------
elect to receive as an Early Distribution with respect to an Account for a
Deferral Unit may be a fixed dollar amount or any percent up to one hundred
percent (100%) of the Participant's Account balance for the Deferral Unit. If a
fixed dollar amount is elected, and this amount exceeds the Account balance when
an Early Distribution is to be made, only the Account balance will be paid.
(c) Timing and Form of Early Distribution. The Early
-------------------------------------
Distribution shall be paid in a single lump sum at the time elected by the
Participant in the election form in which the Early Distribution option is
elected. In no event shall an Early Distribution for a Deferral Unit be made
prior to seven years following the start of the Deferral Period for the Deferral
Unit.
Amounts paid to a Participant pursuant to this Section 5.5 shall
be treated as distributions from the Participant's Account.
If a Participant has a Termination of Employment prior to the
Early Distribution date which the Participant has
-23-
<PAGE>
elected for a Deferral Unit, his Account balance for the Deferral Unit will be
paid in a lump sum upon Termination of Employment; provided, however, if
Termination of Employment is due to Normal or Early Retirement, his Account
balance for the Deferral Unit will be paid in accordance with the form of
retirement benefit payment which the Participant has elected for the Deferral
Unit, if any, or otherwise in a lump sum upon Normal or Early Retirement.
5.6 Hardship Distributions. Upon a finding that a Participant or
----------------------
Beneficiary has suffered a Financial Hardship, the Committee may, in its sole
discretion, make distributions from an Account prior to the time specified for
payment of benefits under the Plan. The amount of such distribution shall be
limited to the amount reasonably necessary to meet the Participant's or
Beneficiary's requirements during the Financial Hardship. Applications for
hardship distributions and determinations thereon by the Committee shall be in
writing, and a Participant or Beneficiary may be required to furnish written
proof of the Financial Hardship.
5.7 Disability. If a Participant suffers a Disability, the
----------
Participant's Deferral Commitments will cease except for any bonuses which may
be payable thereafter. The Participant's Account for each Deferral Unit will be
distributed
-24-
<PAGE>
in accordance with the method which the Participant had elected for payment of
retirement benefits with respect to such Deferral Unit if the Participant is
eligible for Early or Normal Retirement, or otherwise will be distributed in a
lump sum to the Participant upon his Termination of Employment due to his
Disability. Notwithstanding the foregoing, such distribution may be delayed if
the Committee determines that such distribution would result in a reduction of
any disability benefits payable to the Participant under disability plans
sponsored by the Employer. The Committee shall make appropriate adjustments on
account of any delayed payments to ensure that the Participant receives payments
which are actuarially equivalent to the payments which were otherwise due to him
under this Plan.
5.8 Valuation and Settlement. The date on which a lump sum is paid
------------------------
or the date on which installment payments commence shall be the "Settlement
Date." The Settlement Date for a Deferral Unit shall be no more than thirty
(30) days after the last day of the month in which the Participant or his
Beneficiary becomes entitled to payments on account of Normal or Early
Retirement, other Termination of Employment or death, unless the Participant
elects to defer commencement of payments following Normal or Early Retirement to
a later date in the election form for designation of form of payment for the
Deferral Unit. The
-25-
<PAGE>
Settlement Date for an Early Distribution or delayed payments following Normal
or Early Retirement shall be the month which the Participant elects for
commencement of such payments in the election form for designation of form of
payment for the Deferral Unit. The amount of a lump sum payment and the initial
amount of installment payments for a Deferral Unit shall be based on the value
of the Participant's Account as of the Valuation Date at the end of the
immediately preceding month before the Settlement Date. For example, the
Valuation Date at the end of December shall be used to determine lump sum
payments and the initial amount of installment payments which will be made in
the following January.
5.9 Change in Control and Lump Sum Payments.
---------------------------------------
(a) Subject to the provisions of Section 5.9(b) hereof, upon
dissolution or liquidation of the Company or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company is not the surviving corporation, or upon the sale of all or
substantially all the assets of the Company, the interests of all then remaining
Participants shall continue, and provisions shall be made in connection with
such transaction for the continuance of the Plan and the assumption of the
obligations of the Company under the Plan by the Company's successor(s) in
interest.
-26-
<PAGE>
(b) Notwithstanding any other provisions of the Plan, at any time
before or after a Change in Control a Participant or a Beneficiary of a deceased
Participant may elect to receive an immediate lump sum payment of the balance of
his Account(s) for any Deferral Unit(s), reduced by a penalty, which shall be
forfeited to the Company, equal to ten percent (10%) before a Change in Control
or five percent (5%) after a Change in Control of the balance of such
Account(s), in lieu of payments in accordance with the form previously elected
by the Participant. However, the penalty shall not apply in the event of (i) a
determination by the Committee based on advice of counsel or (ii) a final
determination by the Internal Revenue Service or any court of competent
jurisdiction, that by reason of the foregoing provision any Participant or
Beneficiary has recognized or will recognize gross income for federal income tax
purposes under this Plan in advance of payment to him of Plan benefits. The
Company shall notify all Participants (and Beneficiaries of deceased
Participants) of any such determination. Whenever any such determination is
made, the Company shall refund all penalties which were imposed hereunder on
account of making lump sum payments at any time during or after the first year
to which such determination applies (i.e., the first year when gross income is
recognized for federal income tax purposes). Interest shall be
-27-
<PAGE>
paid on any such refunds at one hundred twenty-five percent (125%) of the T-Note
Rate for each Plan Year, compounded annually. The Committee may also reduce or
eliminate the penalty if it determines that this action will not cause any
Participant or Beneficiary to recognize gross income for federal income tax
purposes under this Plan in advance of payment to him of Plan benefits. Whenever
a Participant receives a lump sum payment under this Section 5.9(b) or Section
9.1, the Participant must cease all deferrals under this Plan effective as of
the date of the lump sum payment and may not resume or make any new deferrals
under this Plan until the next Plan Year beginning after 12 months following
receipt of the lump sum payment.
(c) A "Change in Control" shall occur:
(i) When any person (as such term is used in Sections
3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934) becomes the
beneficial owner (as such term is used in Section 13(d)(1) of the
Securities Exchange Act of 1934) directly or indirectly of securities
representing at least 25% of the combined voting power of the then
outstanding securities of the Company; or
(ii) When during any period of thirty-six (36) consecutive
months (whether commencing before or after the Effective Date of this
Plan), individuals who at the
-28-
<PAGE>
beginning of such period constituted the Company's Board of Directors cease
for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election, of each new director was approved
by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period; or
(iii) Upon the effective date of any merger, consolidation,
combination, reorganization, sale, lease or exchange, or issuance or
delivery of stock or other securities, or reverse stock split, exchange,
liquidation or dissolution which is referred to in paragraph (b) of Article
TWELFTH of the Company's Restated Certificate of Incorporation as in effect
on the Effective Date, and notwithstanding any repeal, amendment or other
modification of said Article TWELFTH that may hereafter be made
(hereinafter called a "Transaction"), or the approval by the stockholders
of the Company (or if such stockholder approval is not required, the
approval by the Board) of a Transaction; provided, however, that the term
"Transaction" shall not include any transaction described in either proviso
set forth at the end of said paragraph (b); and provided further that the
last paragraph of said Article TWELFTH is hereby incorporated herein by
this reference; or
-29-
<PAGE>
(iv) Upon the effective date of the approval by the
stockholders of the Company of any plan or proposal for the Company to be
Acquired (as defined below) or for the liquidation or dissolution of the
Company; or
(v) When, after a Subsidiary Employer which employs the
Participant is acquired (as defined in Section 5.9(d) hereof), the
Participant ceases to be employed (as defined in Section 5.9(e) hereof) on
a full-time basis by any Employer in connection with or as a result of such
acquisition; provided that a Change in Control shall occur only for such
Participant under this subsection (v).
(d) For purposes of this Section 5.9, the Company shall be
considered to be "Acquired" only if the owners of its voting securities
immediately prior to the effective date of any transaction referred to in
Section 5.9(a) above will not own immediately thereafter, as a result of having
owned such voting securities, securities representing a majority of the combined
voting power of the then outstanding securities of the Company or the entity
that then owns, directly or indirectly, the Company or all or substantially all
its assets. For purposes of this Section 5.9, a Subsidiary shall be considered
to be "acquired" as of the effective date of any sale, reorganization, merger,
consolidation, liquidation or similar transaction involving the
-30-
<PAGE>
Company or such Subsidiary, if as a substantial element of such transaction (x)
all or substantially all the business of such Subsidiary will be terminated or
transferred out of such Subsidiary or (y)(i) the Company will cease to own,
directly or indirectly, or (ii) the owners of the Company's voting securities
immediately prior to the commencement of such transaction will cease to own,
directly or indirectly, as a result of having owned such securities, securities
representing a majority of the combined voting power of the then outstanding
securities of such Subsidiary or the entity that then owns, directly or
indirectly, such Subsidiary or all or substantially all its operating assets.
(e) For purposes of this Section 5.9, a Participant shall not be
considered to "cease to be employed" in connection with or as a result of a
Change of Control under subsection (v) of Section 5.9(c) if (i) he voluntarily
terminates his employment without the consent of the Company or its Subsidiary
that employs him, (ii) in the judgment of the Committee, his employment is
terminated for misconduct (including but not limited to dishonesty, fraud or
disclosure of confidential information), or (iii) he refuses to sign and deliver
a general or special release, in form and substance satisfactory to the Company,
releasing the Company, the Subsidiaries and such other persons as shall be
described in such
-31-
<PAGE>
release, from any and all claims, liabilities, demands and causes of action
referred to in such release.
(f) Notwithstanding any other provision of this Plan, without
the written consent of the Participant (or Beneficiary of a deceased
Participant) affected thereby, the Company may not amend or terminate this Plan:
(i) For a period of twenty-four (24) months following a
Change in Control; or
(ii) At any time thereafter, in any manner which affects any
Participant (or Beneficiary of a deceased Participant) who receives
payments of benefits under this Plan or has a Termination of Employment for
any reason at any time during the period of twenty-four (24) months
following the Change in Control.
5.10 Continuous Service. Continuity of service shall be determined in
------------------
accordance with the following rules:
(a) A leave of absence not in excess of one year, granted by a
Participant's Employer for any purpose, including but not limited to, sickness,
accident or other casualty, shall not be considered a break in continuity of
service.
(b) Any Participant who has entered, or enters, the Armed Forces
of the United States in a period of national emergency, declared by the
President or Congress of the United
-32-
<PAGE>
States, shall be presumed to be on a leave of absence, provided he returns to
the employ of his Employer within ninety (90) days of the date on which he shall
have the right to release from such service, or from the hospital in event of
service caused disability without intervening employment elsewhere.
(c) A Participant who transfers his employment from one Employer
to any other Employer is not deemed to have caused a break in continuity of
service. Any other dismissal or voluntary Termination of Employment shall be
deemed a break in continuity of service.
(d) Absence from work or interruption of employment not covered
by the foregoing provisions of this Section shall be determined by the employing
Employer to be, or not to be, a break in continuity of service at the time of
return to work or re-employment.
5.11 Distributions from General Assets. The Company shall make any or
---------------------------------
all distributions pursuant to this Plan in cash out of its general assets.
5.12 Withholding and Payroll Taxes. The Company shall withhold from
-----------------------------
payments made hereunder any taxes required to be withheld from such payments
under federal, state or local law.
5.13 Payment to Guardian. If a benefit is payable to a minor or a
-------------------
person declared incompetent or to a person incapable
-33-
<PAGE>
of handling the disposition of his property, the Committee may direct payment of
such benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or incapacitated person. The Committee may
require proof of minority, incompetency, incapacity or guardianship as it may
deem appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Committee from all liability with respect to such
benefit.
5.14 Small Benefit. Notwithstanding any election made by the
-------------
Participant, the Committee, in its sole discretion, may pay any benefit in the
form of a lump sum payment to the Participant or any Beneficiary, if the lump
sum amount of the Account balance which is payable to the Participant or
Beneficiary when payments to such Participant or Beneficiary would otherwise
commence is less than either (i) $5,000 for any individual Account or (ii)
$50,000 in the aggregate for all Accounts which are payable to the Participant
or any Beneficiary.
5.15 Protective Provisions. Each Participant shall cooperate with the
---------------------
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so
-34-
<PAGE>
to cooperate or makes any material misstatement of information or nondisclosure
of medical history, then no benefits will be payable hereunder to such
Participant or his Beneficiary, provided that, in the Company's sole discretion,
benefits may be payable in an amount reduced to compensate the Company for any
loss, cost, damage or expense suffered or incurred by the Company as a result in
any way of any such action, misstatement or nondisclosure.
5.16 Notices and Elections. Any notice or election required or
---------------------
permitted to be given to the Company or the Committee under the Plan shall be
sufficient if in writing on a form prescribed or accepted by the Committee and
hand delivered, or sent by registered or certified mail, to the principal office
of the Company, directed to the attention of the Corporate Human Resources
Department of the Company. Such notice or election shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.
-35-
<PAGE>
ARTICLE VI
DESIGNATION OF BENEFICIARY
--------------------------
6.1 Designation of Beneficiary. Each Participant shall have the
--------------------------
right to designate a Beneficiary or Beneficiaries to receive his interest in
each of his Accounts upon his death. Such designation shall be made on a form
prescribed by and delivered to the Company. The Participant shall have the
right to change or revoke any such designation from time to time by filing a new
designation or notice of revocation with the Company, and no notice to any
Beneficiary nor consent by any Beneficiary shall be required to effect any such
change or revocation. If, however, the Participant is married, his spouse shall
be required to join any such designation, or change or revocation thereof, to
name a Beneficiary other than the spouse.
6.2 Failure to Designate Beneficiary. If a Participant shall fail to
--------------------------------
designate a Beneficiary before his demise, or if no designated Beneficiary
survives the Participant, the Committee shall direct the Company to pay the
balance in each of his Accounts in a lump sum to the executor or administrator
for his estate; provided, however, if no executor or administrator shall have
been appointed, and actual notice of said death was given to the Committee
within sixty (60) days
-36-
<PAGE>
after his death, and if his Account balances do not exceed Ten Thousand Dollars
($10,000), the Committee may direct the Company to pay his Account balances to
such person or persons as the Committee determines may be entitled thereto, and
the Committee may require such proof of right and/or identity of such person or
persons as the Committee may deem appropriate or necessary.
ARTICLE VII
POWERS
------
7.1 No Liability. The Committee and its members, the Board and its
------------
members, the Employers and their officers, employees and agents, and any persons
to whom any power or duty is delegated in connection with this Plan shall have
no liability for any action or failure to act, except for their own gross
negligence or willful misconduct, and no bond or other security shall be
required of any such person.
7.2 Advice of Counsel. The Committee may consult with legal counsel,
-----------------
who may be counsel for the Employers, or any of them, or otherwise, with respect
to the meaning or construction of this Plan, or the Company's or the Committee's
obligation or duties hereunder, and shall be fully protected from any
responsibility with respect to any action taken or omitted by the
-37-
<PAGE>
Committee in good faith pursuant to the advice of such legal counsel.
7.3 Distribution of Participants' Interests When Company is Unable to
-----------------------------------------------------------------
Locate Distributees. In case the Company is unable within three (3) years after
- -------------------
payment is due to a Participant, or within three (3) years after payment is due
to the Beneficiary or estate of a deceased Participant, to make such payment to
him or his Beneficiary, executor or administrator because it cannot ascertain
his whereabouts or the identity or whereabouts of his Beneficiary, executor or
administrator by mailing to the last known address shown on the Employer's or
the Company's records, and neither he, his Beneficiary, nor his executor or
administrator has made written claim therefor before the expiration of the
aforesaid time limit, then in such case, the amount due shall be forfeited to
the Company.
ARTICLE VIII
MAINTENANCE OF ACCOUNTS
-----------------------
The Company shall keep, or cause to be kept, all such books of account,
records and other data as may be necessary or advisable in its judgment for the
administration of this Plan, and properly to reflect the affairs thereof, and to
determine the
-38-
<PAGE>
nature and amount of the interests of the respective Participants in each
Account.
The Company is not required to physically segregate any assets with
respect to the Accounts under this Plan from any other assets of the Company and
may commingle any such assets with any other moneys, securities and properties
of any kind of the Company. Separate accounts or records for the respective
Participants' interests shall be maintained for operational and accounting
purposes, but no such account or record shall be considered as creating a lien
of any nature whatsoever on or as segregating any of the assets with respect to
the Accounts under this Plan from any other funds or property of the Company.
-39-
<PAGE>
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------
9.1 Amendment. The Board may at any time amend the Plan in whole or
---------
in part, provided, however, that no amendment shall be effective to decrease or
restrict the amount accrued (including earnings at the appropriate interest
rate) in any Account to the date of such amendment. Upon a prospective
amendment to reduce the formula for determining the future interest rate, 30
days' advance written notice shall be given to each Participant. Following such
a reduction and the giving of notice to the Participant, the Participant may
elect to (i) terminate an ongoing Deferral Commitment without penalty and/or
(ii) receive an immediate lump sum payment of the balance of his Account(s) for
any Deferral Unit(s), reduced by a penalty, which shall be forfeited to the
Company, equal to five percent (5%) of the balance of such Account(s), in lieu
of payments in accordance with the form previously elected by the Participant.
However, the five percent (5%) penalty shall not apply if it would not have
applied under Section 5.9(b). The Participant may make such an election by
notifying the Committee in writing within sixty (60) days following receipt of
notice of the amendment to reduce the interest rate.
-40-
<PAGE>
9.2 Company's Right to Terminate. The Board may at any time
----------------------------
partially or completely terminate the Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of the Plan or potential
payments thereunder would not be in the best interests of the Company.
(a) Partial Termination. The Board may partially terminate the
-------------------
Plan by instructing the Committee not to accept any additional or ongoing
Deferral Commitments. In the event of such a partial termination, the Plan shall
continue to operate on the same terms and conditions and, unless the Board
instructs the Committee not to accept ongoing Deferral Commitments, shall be
effective with regard to Deferral Commitments entered into prior to the
effective date of such partial termination.
(b) Complete Termination. The Board may completely terminate the
--------------------
Plan. In the event of complete termination, the Plan shall cease to operate,
and the Company shall pay out to each Participant (or the Beneficiary of a
deceased Participant) his Accounts in one lump sum payment as soon as
practicable.
ARTICLE X
SPENDTHRIFT PROVISIONS
----------------------
-41-
<PAGE>
The Company shall, except as otherwise provided hereunder, pay all
amounts payable hereunder only to the person or persons entitled thereto
hereunder, and all such payments shall be made directly into the hands of each
such person or persons and not into the hands of any other person or corporation
whatsoever, so that said payments may not be liable for the debts, contracts or
engagements of any such designated person or persons, or taken in execution by
attachment or garnishment or by any other legal or equitable proceedings, nor
shall any such designated person or persons have any right to alienate,
arbitrate, execute, pledge, encumber, or assign any such payments or the
benefits or proceeds thereof. If the person entitled to receive payment be a
minor, or a person of unsound mind, whether or not adjudicated incompetent, the
Company, upon direction of the Committee, may make such payments to such person
or persons, corporation or corporations as may be, or be acting as, parent or
legal or natural guardian of such infant or person of unsound mind. The signed
receipt of such person or corporation shall be a full and complete discharge to
the Company for any such payments.
-42-
<PAGE>
ARTICLE XI
MISCELLANEOUS
-------------
11.1 Right of Employers to Dismiss Employees; Obligations. Neither
----------------------------------------------------
the action of the Company and the Employers in establishing this Plan, nor any
provisions of this Plan, shall be construed as giving any employee the right to
be retained in his Employer's employ, or any right to any payment whatsoever
except to the extent of the benefits provided for by this Plan. The Employers
expressly reserve their right at any time to dismiss any employee without any
liability for any claim against the Employers, or any of them, for any payment
whatsoever except to the extent provided for in this Plan. The Employers, or
any of them, have no obligation to create any other or subsequent deferred
compensation plan for any employees.
11.2 Title to and Ownership of Assets Held for Accounts. Title to and
--------------------------------------------------
ownership of all assets held for any Accounts shall be vested in the Company and
shall constitute general assets of the Company.
11.3 Nature of Liability to Participants. Any and all payments
-----------------------------------
required to be made by the Company to Participants in the Plan shall be general
and unsecured liabilities of the Company.
-43-
<PAGE>
11.4 Benefits to be Provided Solely by the Company - Subsidiaries not
----------------------------------------------------------------
Liable Therefor. All benefits payable under this Plan shall be paid or provided
- ---------------
for solely by the Company, and the Subsidiaries assume no liability or
responsibility therefor. The Employers shall incur no liability to any of the
Participants or their Beneficiaries or successors, or otherwise, for anything
done or omitted by the Company, or the Committee, or for any loss in the
Accounts.
11.5 Text to Control. The headings of the Articles and Sections are
---------------
included solely for convenience of reference, and if there be any conflict
between such headings and the text of this Plan, the text shall control.
11.6 Law Governing and Severability. This Plan shall be construed,
------------------------------
regulated and administered under the laws of the State of Delaware.
If any provisions of this Plan shall be held invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
remaining provisions of this Plan, and this Plan shall be deemed to be modified
to the least extent possible to make it valid and enforceable in its entirety.
11.7 Resolution. This Plan was adopted pursuant to a resolution duly
----------
adopted by the Board at a meeting of the Board called in conformity with the
Company's By-Laws.
-44-
<PAGE>
11.8 Name. This Plan may be referred to as the "Capital Accumulation
----
Plan of H. F. Ahmanson & Company."
11.9 Gender. The masculine gender shall include the feminine, and the
------
singular shall include the plural.
11.10 Ineligible Participant. Notwithstanding any other provisions of
----------------------
this Plan to the contrary, if any Participant is determined not to be a
"management or highly compensated employee" within the meaning of ERISA or
Regulations thereunder, such Participant will not be eligible to participate in
this Plan and shall receive an immediate lump sum payment equal to the vested
portion of the amounts standing credited to his Accounts. Upon such payment no
survivor benefit or other benefit shall
-45-
<PAGE>
thereafter be payable under this Plan either to the Participant or any
Beneficiary of the Participant.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of this 6th day of December, 1994, effective as of October 1, 1994.
H. F. AHMANSON & COMPANY
By /s/ Kevin M. Twomey
--------------------------------
Title: Executive Vice President
-46-
<PAGE>
EXHIBIT 10.10.1
FIRST AMENDMENT TO
THE CAPITAL ACCUMULATION PLAN
OF H.F. AHMANSON & COMPANY
The Capital Accumulation Plan of H.F. Ahmanson & Company; adopted
effective October 1, 1994, is hereby amended as follows, effective as of January
1, 1996.
I.
The Table of Contents shall delete "or Deferral Unit" in 1.8,
delete "Griffin Investment Account" and insert "Ahmanson Advantage Account" in
1.17 and delete "Griffin Investment Augmentation Account" and insert "Ahmanson
Advantage Augmentation Account" in 1.18. Section 1.2 through 1.18 of the Table
of Contents and Sections 1.2 through 1.18 of the document are renumbered
accordingly.
II.
Section 1.1 is hereby amended to read as follows:
"1.1 Account. "Account" means the device used by the Company to measure and
-------
determine the amounts to be paid to a Participant under the Plan."
III.
Sections 1.2 through 1.16 should be renumbered 1.4 through 1.18
IV.
Section 1.2 is hereby amended to read as follows:
"1.2 Ahmanson Advantage Account. "Ahmanson Advantage Account" means the
--------------------------
Ahmanson Advantage Account of H. F. Ahmanson & Company, as presently constituted
and as amended from time to time."
V.
Section 1.3 is hereby amended to read as follows:
"1.3 Ahmanson Advantage Augmentation Account. "Ahmanson Advantage Augmentation
---------------------------------------
Account" means an account establish pursuant to Section 4.8 to enable a
Participant to receive Company matching contributions which are lost under the
Ahmanson Advantage Account as a result of deferrals under this Plan."
VI.
Section 1.10 is hereby amended to read as follows:
"1.10 Deferral Commitment. "Deferral Commitment" means a deferral commitment
-------------------
made by a Participant for which a Participation Agreement has been submitted by
the Participant to the Committee."
<PAGE>
VII.
Section 1.12 is hereby amended to read as follows:
"1.12 Disability. Disability means total and permanent incapacity of a
----------
Participant to perform the usual duties of his employment with his Employer as
determined by his Employer based upon competent medical evidence. If a
Participant makes application for disability benefits under the disability plans
sponsored by the Employer, as now in effect or as hereafter amended, and
qualifies for such benefits, he shall be presumed to be totally disabled,
subject to the Employer's determination that the disability is such that it may
be regarded as total and permanent in nature.
VIII.
Section 3.2 is hereby amended to read as follows:
"3.2 Basic Forms of Deferral; Minimum Deferral. A participant may elect in a
-----------------------------------------
Participation Agreement to establish any or all of the following:
(a) Salary Deferral. A Participant may elect to defer a portion of
----------------
base salary for the Deferral Period. The amount to be deferred shall be stated
as an even percentage of base salary.
(b) Bonus Deferral. A Participant may elect to defer bonus amounts
---------------
(including Loan Department production bonuses) to be paid by the Employer in the
Deferral Period. The amount to be deferred shall be stated as an even percentage
of such bonus, or as an even percentage in excess of a stated base amount of
bonus.
(c) Special Deferral. A Participant may elect any special Deferral
----------------
Commitment which is authorized by the Committee in its discretion.
(d) Minimum Deferral. The minimum deferral under such Plan shall be 3%
----------------
of salary or 1% of bonus per year or such other amount as the Committee may
determine from time to time in its discretion."
IX.
Section 3.3 is hereby amended to read as follows:
"3.3 Limitation on Deferral. Except as otherwise permitted for special
----------------------
Deferral Commitments, a Participant shall not defer for any Plan Year, in the
aggregate for all Deferral Commitments, more than the following percentages of
compensation otherwise payable:
(a) Twenty-five percent (25%) of the Participant's base salary.
(b) One hundred percent (100%) of the Participant's bonus.
X.
Section 4.1 is hereby amended to read as follows:
"4.1 Accounts. For record-keeping purposes only, Accounts shall be maintained
--------
for each Participant."
<PAGE>
XI.
Section 4.3 is hereby amended to read as follows:
"4.3 Crediting Rate. The Accounts shall be credited monthly with interest based
--------------
on the rates specified below, compounded annually, at the end of Plan Year.
Interest shall be credited as of each Valuation Date from the dates when
deferred amounts are credited to the Accounts.
(a) Interest Rate During Participant's Lifetime. During the
-------------------------------------------
Participant's lifetime, the Participant's Accounts will be credited with
interest on a monthly basis during each Plan Year at the T-Note Rate which is
applicable for that Plan Year.
(b) Interest Rate After Participant's Death. Following a Participant's
---------------------------------------
death, the Participant's Accounts will be credited with interest on a monthly
basis during each Plan Year at the CD Rate which is applicable for that Plan
Year.
XII.
Section 4.8 is hereby amended to read as follows:
"4.8 Ahmanson Advantage Account Match. For each Plan Year in a Deferral
--------------------------------
Period, the Company shall credit to the Ahmanson Advantage Augmentation Account
of any Participant an amount equal to the amount by which the contribution that
would otherwise have been made by the Company to the Ahmanson Advantage Account
for such Participant for the Plan Year is reduced by reason of the reduction in
the Participant's compensation for the Plan Year due to deferrals under this
Plan. The Company's contribution shall be credited to the Ahmanson Advantage
Augmentation Account following the end of each Plan Year. A Participant's
interest in any credit to his Ahmanson Advantage Augmentation Account and
earnings thereon shall vest at the same rate and at the same time as would have
been the case had such contribution been made to the Ahmanson Advantage Account.
Interest will be credited on a Ahmanson Advantage Augmentation Account at the
same rate as other Accounts in accordance with Section 4.3 at such times and in
such manner as the Committee may determine.
Upon Normal or Early Retirement, Disability, death or other Termination
of Employment, the Company shall pay to the Participant (or his Beneficiary in
the event of the Participant's death) an amount equal to the value of the
Participant's vested balance in his Ahmanson Advantage Augmentation Account in
one lump sum payment.
Participants who in any Plan Year are not entitled to receive a Company
matching contribution in the Ahmanson Advantage Account, either because they are
eligible to participate in additional executive compensation arrangements
approved by the Committee or for any other reason, will not be entitled to
receive a Company contribution under this Plan to Ahmanson Advantage
Augmentation Account for such Plan Year."
XIII.
Section 5.1 is hereby amended to read as follows:
"5.1 Plan Benefit. If a Participant has a Termination of Employment for any
------------
reason including Disability or death, the Company shall pay a Plan benefit equal
to the Participant's Account, as determined below:
<PAGE>
(a) Upon Retirement, Disability, Death or After Change in
-----------------------------------------------------
Control. Unpaid balances of Accounts of Participants who have a Termination of
- -------
Employment upon Normal or Early Retirement, Disability, death, or at any time
after a Change in Control shall be credited retroactively with one hundred
twenty-five percent (125%) of the T-Note Rate for each Plan Year.
(b) Upon Termination of Employment Before Retirement, Disability
------------------------------------------------------------
or Death Prior to a Change in Control. Unpaid balances of Accounts of
- -------------------------------------
Participants who have a Termination of Employment prior to a Change in Control
before Normal or Early Retirement for reasons other than Disability or death
shall be credited retroactively with a percentage of the T-Note Rate based on
the Participant's completed years of Continuous Service from his date of hire,
including years of Continuous Service before the Effective Date of this Plan, as
follows:
<TABLE>
<CAPTION>
Completed Years of
Continuous Service % of T-Note Rate
----------------------- -----------------
<S> <C>
Less than Five Years 100%
Five years or more 125%
</TABLE>
(c) Duration. The interest rates provided under paragraphs (a)
--------
and (b) above shall be payable until the Participant's Accounts are distributed
in full except in the event of the Participant's death. After the Participant's
death, interest shall be credited at the CD Rate pursuant to Section 4.3(b)."
XIV.
Section 5.2 is hereby amended to read as follows:
5.2 Form of Retirement Benefit Payment. Retirement benefits payable
----------------------------------
following Normal or Early Retirement will be paid in accordance with the form of
retirement benefit elected by the Participant on an election form prescribed by
the Committee for designation of form of payment. A Participant may change this
election by filing a new election at any time which is more than 12 months
preceding Normal or Early Retirement. Retirement benefits will be paid in
accordance with the most recent timely election. Any election which is not
timely made will be void. Thereafter, a Participant's election will be
irrevocable, except that a Participant who has elected payments in installments
may request in writing payment in a lump sum, at any time after Normal or Early
Retirement, of the amount of his Account which is reasonably necessary to meet
the Participant's requirements due to a Financial Hardship.
The available forms of payment after Normal or Early Retirement are as
follows:
(a) Lump Sum. A lump sum payment after Normal or Early
--------
Retirement.
(b) Installment Payments. Monthly installment payments in
--------------------
substantially equal payments of principal and interest over a payment period of
60, 120 or 180 months, as elected by the Participant. The amount of the monthly
installments shall be redetermined effective as of January 1 of each year based
on the remaining Account balance and the remaining number of installment
payments. If no election is made, retirement benefits will be paid in monthly
installments over 180 months.
(c) Deferred Payments. A Participant may elect, in the election
-----------------
form for designation of form of payment, to have the lump sum or installment
payments which are payable following Normal or Early Retirement commence
subsequent to Normal or Early Retirement in January of the year following Normal
or Early Retirement or when the Participant attains age 55, 60, 65 or 70."
<PAGE>
XV.
Section 5.4 is hereby amended to read as follows:
"5.4 Survivor Benefits.
-----------------
(a) Amount of Survivor Benefit. The amount payable as a survivor
--------------------------
benefit shall be equal to the remaining unpaid balance of the Participant's
Accounts, if any. If the Participant dies during employment with an Employer,
the amount payable with respect to the unpaid balance of the Participant's
Accounts shall be determined by retroactively crediting interest at one hundred
twenty-five percent (125%) of the T-Note Rate for each Plan Year through the
date of the Participant's death. After the Participant's death interest shall
be credited at the CD Rate for each Plan Year pursuant to Section 4.3(b).
(b) Form of Survivor Benefit. If the Participant dies before
------------------------
commencement of distributions of the Participant's Accounts, the Participant's
Account balance shall be paid in the form and over the period elected by the
Participant for payment of the survivor benefit. However, the Participant may
modify the form of payment of survivor benefits in a written form filed with the
Committee at any time prior to the Participant's death. If no election is made,
survivor benefits will be paid in a lump sum. Survivor benefit payments shall
commence following the Participant's death.
If the Participant dies after commencement of distributions of the
Participant's Accounts, the Participant's remaining Account balance, if any,
shall be paid by continuation of the form of benefit which was payable to the
Participant for the remaining payments which would have been made to the
Participant if the Participant had lived.
Notwithstanding the foregoing, the survivor benefit will be paid in a
lump sum if the aggregate Account balance is less than $50,000."
XVI.
Section 5.5 is hereby amended to read as follows:
"5.5 Early Distributions. A Participant may elect on an annual basis to receive
-------------------
an early distribution from his Accounts prior to Termination of Employment
("Early Distribution") subject to the following restrictions:
(a) Timing of Election. The election to take an Early Distribution
------------------
from an Account must be made at the same time the Participant elects the form of
payment.
(b) Amount of Withdrawal. The amount which a Participant can elect to
--------------------
receive as an Early Distribution with respect to an Account may be a fixed
dollar amount or any percent up to one hundred percent (100%) of the
Participant's Account balance for the deferrals made in that Plan Year. If a
fixed dollar amount is elected, and this amount exceeds the Account balance when
an Early Distribution is to be made, only the Account balance will be paid.
(c) Timing and Form of Early Distribution. The Early Distribution
-------------------------------------
shall be paid in a single lump sum at the time elected by the Participant in the
election form in which the Early Distribution option is elected. In no event
shall an Early Distribution be made prior to seven years following the start of
the Deferral Period for that Plan Year.
Amounts paid to a Participant pursuant to this Section 5.5 shall be
treated as distributions from the Participant's Account.
<PAGE>
If a Participant has a Termination of Employment prior to the Early
Distribution date which the Participant has elected, his Account balance will be
paid in a lump sum upon Termination of Employment; provided, however, if
Termination of Employment is due to Normal or Early Retirement, his Account
balance will be paid in accordance with the form of retirement benefit payment
which the Participant has elected, if any, or otherwise in a lump sum upon
Normal or Early Retirement."
XVII.
Section 5.7 is hereby amended to read as follows:
"5.7 Disability. If a Participant suffers a Disability, the Participant's
----------
Deferral Commitments will cease except for any bonuses which may be payable
thereafter. The Participant's Account will be distributed in accordance with
the method which the Participant had elected for payment of retirement benefits
if the Participant is eligible for Early or Normal Retirement, or otherwise will
be distributed in a lump sum to the Participant upon his Termination of
Employment due to his Disability. Notwithstanding the foregoing, such
distribution may be delayed if the Committee determines that such distribution
would result in a reduction of any disability benefits payable to the
Participant under disability plans sponsored by the Employer. The Committee
shall make appropriate adjustments on account of any delayed payments to ensure
that the Participant receives payments which are actuarially equivalent to the
payments which were otherwise due to him under this Plan."
XVIII.
Section 5.8 is hereby amended to read as follows:
"5.8 Valuation and Settlement. The date on which a lump sum is paid or the
------------------------
date on which installment payments commence shall be the "Settlement Date." The
Settlement Date shall be no more than thirty (30) days after the last day of the
month in which the Participant or his Beneficiary becomes entitled to payments
on account of Normal or Early Retirement, other Termination of Employment or
death, unless the Participant elects to defer commencement of payments following
Normal or Early Retirement to a later date in the election form for designation
of form of payment. The Settlement Date for an Early Distribution or delayed
payments following Normal or Early Retirement shall be the month which the
Participant elects for commencement of such payments in the election form for
designation of form of payment. The amount of a lump sum payment and the
initial amount of installment payments shall be based on the value of the
Participant's Account as of the Valuation Date at the end of the immediately
preceding month before the Settlement Date. For example, the Valuation Date at
the end of December shall be used to determine lump sum payments and the initial
amount of installment payments which will be made in the following January."
XIX.
Section 5.9 (b) is hereby amended to read as follows:
"5.9(b) Notwithstanding any other provisions of the Plan, at any time before or
after a Change in Control a Participant or a Beneficiary of a deceased
Participant may elect to receive an immediate lump sum payment of the balance of
his Accounts, reduced by a penalty, which shall be forfeited to the Company,
equal to ten percent (10%) before a Change in Control or five percent (5%) after
a Change in Control of the balance of such Account(s), in lieu of payments in
accordance with the form previously elected by the Participant. However, the
penalty shall not apply in the event of (i) a determination by the Committee
based on advice of counsel or (ii) a final determination by the Internal Revenue
Service or any court of competent jurisdiction, that by reason of the foregoing
provision any Participant or Beneficiary has
<PAGE>
recognized or will recognize gross income for federal income tax purposes under
this Plan in advance of payment to him of Plan benefits. The Company shall
notify all Participants (and Beneficiaries of deceased Participants) of any such
determination. Whenever any such determination is made, the Company shall refund
all penalties which were imposed hereunder on account of making lump sum
payments at any time during or after the first year to which such determination
applies (i.e., the first year when gross income is recognized for federal income
tax purposes). Interest shall be paid on any such refunds at one hundred twenty-
five percent (125%) of the T-Note Rate for each Plan Year, compounded annually.
The Committee may also reduce or eliminate the penalty if it determines that
this action will not cause any Participant or Beneficiary to recognize gross
income for federal income tax purposes under this Plan in advance of payment to
him of Plan benefits. Whenever a Participant receives a lump sum payment under
this Section 5.9(b) or Section 9.1, the Participant must cease all deferrals
under this Plan effective as of the date of the lump sum payment and may not
resume or make any new deferrals under this Plan until the next Plan Year
beginning after 12 months following receipt of the lump sum payment.
XX.
Section 5.9 (c) is hereby amended to read as follows:
"(c) For the purpose of this Agreement, a "Change in Control" shall mean:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Company(the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this clause (i), the
following acquisitions shall not constitute a Change in Control: (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this section; or
(ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in
<PAGE>
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company's Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, twenty-five
percent 25% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
(iv) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
XXI.
Section 5.14 is hereby amended to read as follows:
"5.14 Small Benefit. Notwithstanding any election made by the Participant, the
-------------
Committee, in its sole discretion, may pay any benefit in the form of a lump sum
payment to the Participant or any Beneficiary, if the lump sum amount of the
Account balance which is payable to the Participant or Beneficiary when payments
to such Participant or Beneficiary would otherwise commence is less than $50,000
which is payable to the Participant or any Beneficiary."
XXII.
Section 9.1 is hereby amended to read as follows:
"9.1 Amendment. The Board may at any time amend the Plan in whole or in part,
---------
provided, however, that no amendment shall be effective to decrease or restrict
the amount accrued (including earnings at the appropriate interest rate) in any
Account to the date of such amendment. Upon a prospective amendment to reduce
the formula for determining the future interest rate, 30 days' advance written
notice shall be given to each Participant. Following such a reduction and the
giving of notice to the Participant, the Participant may elect to (i) terminate
an ongoing Deferral Commitment without penalty and/or (ii) receive an immediate
lump sum payment of the balance of his Account(s), reduced by a penalty, which
shall be forfeited to the Company, equal to five percent (5%) of the balance of
such Account, in lieu of payments in accordance with the form previously elected
by the Participant. However, the five percent (5%) penalty shall not apply if
it would not have applied under Section 5.9(b). The Participant may make such
an election by notifying the Committee in writing within sixty (60) days
following receipt of notice of the amendment to reduce the interest rate."
IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be executed this 18th day of March, 1997, effective as of January 1,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
---------------------------
Title: Senior Executive Vice President
<PAGE>
EXHIBIT 10.11.1
FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF H. F. AHMANSON & COMPANY
The Supplemental Executive Retirement Plan of H. F. Ahmanson &
Company, which was amended and restated as of July 12, 1994 (the "Plan"), is
hereby amended as follows, effective as of February 6, 1996.
I.
A new Section 3.5 is hereby added to the Plan to read as follows:
"3.5 Employment Agreements. The benefits which are payable under this
---------------------
Plan to a Participant or his or her Surviving Spouse or Beneficiary shall be
subject to adjustment (which may increase, but not decrease such benefits) as
provided in any employment agreement between the Company and the Participant
which is in effect as of the date of the Participant's Termination of Employment
for any reason."
II.
Section 5.1(b) of the Plan is hereby amended to read as follows:
"5.1(b) Vesting and Credited Service.
----------------------------
[Intentionally Omitted]"
III.
Sections 5.3 through 5.6 of the Plan are hereby amended to read as
follows:
"5.3 Change in Control. For purposes of this Article V, a "Change in
-----------------
Control" shall mean:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Sponsor (the "Outstanding Employer Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Sponsor entitled
to vote generally in the election of directors (the "Outstanding Employer Voting
Securities"); provided, however, that for purposes of this clause (i), the
-------- -------
following acquisitions shall not constitute a Change in Control: (w) any
acquisition directly from the Sponsor, (x) any acquisition by the Sponsor, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
<PAGE>
maintained by the Sponsor or any corporation controlled by the Sponsor or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this Section 5.3(a); or
(ii) individuals who, as of the date hereof, constitute the Board
(the Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent
-------- -------
to the date hereof whose election, or nomination for election by the Sponsor's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Sponsor (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Employer Common Stock and
Outstanding Employer Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent
(50%) of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Sponsor or all or
substantially all of the Sponsor's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Employer
Common Stock and Outstanding Employer Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Sponsor or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, twenty-five percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) approval by the stockholders of the Sponsor of a complete
liquidation or dissolution of the Sponsor; or
(v) when, after an Affiliated Company which employs the Participant
is acquired (as defined in Section 5.4 hereof), the Participant ceases to be
employed (as defined in Section 5.6 hereof) on a full-time basis by the Sponsor
or any Company in connection with or as a result of such acquisition; provided
that a Change in Control shall occur only for such
-2-
<PAGE>
Participant under this Section 5.3(v). For purposes of Section 5.3(v), a Company
other than the Sponsor shall be considered to be acquired as of the effective
date of any sale, reorganization, merger, consolidation, liquidation or similar
transaction involving the Sponsor or such Company, if as a substantial element
of such transaction (a) all or substantially all the business of such Company
will be terminated or transferred out of such Company or (b) (i) the Sponsor
will cease to own, directly or indirectly, or (ii) the owners of the Sponsor's
voting securities immediately prior to the commencement of such transaction will
cease to own, directly or indirectly, as a result of having owned such
securities, securities representing a majority of the combined voting power of
the then outstanding securities of such Company or the entity that then owns,
directly or indirectly, such Company or all or substantially all its operating
assets.
5.5 Transactions.
------------
[Intentionally Omitted]
5.6 Cease to be Employed. For purposes of Section 5.3(v) hereof, a
--------------------
Participant shall "cease to be employed" by the Sponsor or a Company when he has
a Termination of Employment, unless he (a) voluntarily terminates his employment
without the consent of the Sponsor or the Company employing him or (b) his
employment is terminated for misconduct (including but not limited to
dishonesty, fraud or disclosure of confidential information)."
IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be executed this 18th day of March, 1997, effective as of February 6,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
--------------------------------------
Title: Senior Executive Vice President
-3-
<PAGE>
EXHIBIT 10.13.2
SECOND AMENDMENT TO
-------------------
EXECUTIVE LIFE INSURANCE PLAN
-----------------------------
OF H. F. AHMANSON & COMPANY
---------------------------
The Executive Life Insurance Plan of H. F. Ahmanson & Company, adopted
effective as of January 1, 1989 (the "Plan"), and amended effective as of
January 1, 1994, is hereby amended as follows, effective as of February 6, 1996.
I.
Section 5.3 of the Plan is hereby amended to read as follows:
"5.3 Change in Control. Upon dissolution or liquidation of the
-----------------
Sponsor or upon a reorganization, merger or consolidation of the Sponsor with
one or more corporations as a result of which the Sponsor is not the surviving
corporation, or upon the sale of all or substantially all the assets of the
Sponsor, the interests of all then remaining Participants shall continue, and
provisions shall be made in connection with such transaction for the continuance
of the Plan and the assumption of the obligations of the Sponsor under the Plan
by the Sponsor's successor(s) in interest.
For purposes of this Plan the term "Change in Control" shall mean:
(i) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-
five percent (25%) or more of either (A) the then outstanding shares of common
stock of the Sponsor (the "Outstanding Employer Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the Sponsor
entitled to vote generally in the election of directors (the "Outstanding
Employer Voting Securities"); provided, however, that for purposes of this
-------- -------
clause (i), the following acquisitions shall not constitute a Change in Control:
(w) any acquisition directly from the Sponsor, (x) any acquisition by the
Sponsor, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Sponsor or any corporation controlled by the
Sponsor or (z) any acquisition by any corporation pursuant to a
<PAGE>
transaction which complies with clauses (A), (B) and (C) of clause (iii) of this
Section 5.3(a); or
(ii) individuals who, as of the date hereof, constitute the
Board (the Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
-------- -------
director subsequent to the date hereof whose election, or nomination for
election by the Sponsor's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Sponsor (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Employer Common Stock and
Outstanding Employer Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent
(50%) of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Sponsor or all or
substantially all of the Sponsor's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Employer
Common Stock and Outstanding Employer Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Sponsor or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, twenty-five percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except
-2-
<PAGE>
to the extent that such ownership existed prior to the Business Combination and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(iv) approval by the stockholders of the Sponsor of a complete
liquidation or dissolution of the Sponsor."
IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed this 18th day of March 1997, effective as of February 6,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
-------------------------------------
Title: Senior Executive Vice President
-3-
<PAGE>
EXHIBIT 10.18.2
SECOND AMENDMENT TO
OUTSIDE DIRECTORS'
ELECTIVE DEFERRED COMPENSATION PLAN
OF H.F. AHMANSON & COMPANY
The Outside Directors' Elective Deferred Compensation Plan of H. F.
Ahmanson & Company, as amended as of January 1, 1995, is hereby further amended
as follows, effective as of February 6, 1996.
I.
--
Section 5.7 is hereby amended to revise paragraph (c) thereof to read
as follows:
"(c) A "Change in Control shall occur:
(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of twenty-five percent (25%) or more of either (A) the then outstanding shares
of common stock of the Company(the "Outstanding Company Common Stock") or (B)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
-------- -------
of this clause (i), the following acquisitions shall not constitute a Change in
Control: (w) any acquisition directly from the Company, (x) any acquisition by
the Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (z) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of clause (iii) of this section; or
(ii) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
-------- -------
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the Persons
who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
<PAGE>
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company's
Common Stock and Outstanding Company Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, twenty-five percent 25% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company."
IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed as of the 6th day of February, 1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
-----------------------------------
Title: Senior Executive Vice President
<PAGE>
EXHIBIT 10.19
OUTSIDE DIRECTORS'
------------------
CAPITAL ACCUMULATION PLAN
-------------------------
OF H. F. AHMANSON & COMPANY
---------------------------
(Effective January 1, 1995)
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
PREAMBLE 1
ARTICLE I
DEFINITIONS 1
1.1 Account 1
1.2 Beneficiary 2
1.3 Board 2
1.4 CD Rate 2
1.5 Committee 2
1.6 Company 2
1.7 Deferral Commitment or Deferral Unit 2
1.8 Deferral Period 2
1.9 Early Distribution 3
1.10 Effective Date 3
1.11 Elective Deferred Compensation 3
1.12 Financial Hardship 3
1.13 Participant 3
1.14 Participation Agreement 3
1.15 Plan 3
1.16 Plan Year 3
1.17 Termination of Service 4
1.18 T-Note Rate 4
1.19 Valuation Date 4
ARTICLE II
COMMITTEE 4
2.1 Appointment of Committee 4
2.2 Duties of Committee 4
2.3 Determinations by Committee; Appointment
of Agents; Settlement of Claims. 6
2.4 Compensation and Expenses of the
Committee 6
2.5 Resignation and Removal of Members 6
2.6 Appointment of Successors 7
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS 7
3.1 Eligibility and Participation 7
3.2 Basic Form of Deferral; Minimum Deferral 7
3.3 Limitations on Deferral 8
3.4 Deferral Commitments Limited by
Termination of Service 8
3.5 Modification of Deferral Commitments 8
</TABLE>
(i)
<PAGE>
<TABLE>
<S> <C> <C> <C>
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS 9
4.1 Accounts 9
4.2 Elective Deferred Compensation 9
4.3 Crediting Rate 9
4.4 Determination of Accounts 10
4.5 Vesting of Accounts 10
4.6 Statement of Accounts 10
ARTICLE V
PLAN BENEFITS 10
5.1 Plan Benefit 10
5.2 Form of Retirement Benefit Payment 11
5.3 Survivor Benefits 12
5.4 Early Distributions 13
5.5 Hardship Distributions 14
5.6 Valuation and Settlement 15
5.7 Change in Control and Lump Sum Payments 15
5.8 Distributions from General Assets 19
5.9 Withholding and Payroll Taxes 19
5.10 Payment to Guardian 19
5.11 Small Benefit 20
5.12 Protective Provisions 20
5.13 Notices and Elections 21
ARTICLE VI
DESIGNATION OF BENEFICIARY 21
6.1 Designation of Beneficiary 21
6.2 Failure to Designate Beneficiary 21
ARTICLE VII
POWERS 22
7.1 No Liability 22
7.2 Advice of Counsel 22
7.3 Distribution of Participants' Interests
When Company is Unable to Locate
Distributees 23
ARTICLE VIII
MAINTENANCE OF ACCOUNTS 24
</TABLE>
(ii)
<PAGE>
<TABLE>
<S> <C> <C> <C>
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN 24
9.1 Amendment 24
9.2 Company's Right to Terminate 25
ARTICLE X
SPENDTHRIFT PROVISIONS 25
ARTICLE XI
MISCELLANEOUS 26
11.1 Right of Company to Replace Directors;
Obligations 26
11.2 Title to and Ownership of Assets Held for
Accounts 27
11.3 Nature of Liability to Participants 27
11.4 Benefits to be Provided Solely by the
Company - Subsidiaries not Liable
Therefor 27
11.5 Text to Control 27
11.6 Law Governing and Severability 27
11.7 Resolution 28
11.8 Name 28
11.9 Gender 28
</TABLE>
(iii)
<PAGE>
OUTSIDE DIRECTORS'
------------------
CAPITAL ACCUMULATION PLAN
-------------------------
OF H. F. AHMANSON & COMPANY
---------------------------
(Effective as of January 1, 1995)
PREAMBLE
--------
The purpose of this Outside Directors' Capital Accumulation Plan (the
"Plan") is to provide opportunities for outside directors of H. F. Ahmanson &
Company (the "Company") and Home Savings of America, FSB to accumulate
supplemental funds for retirement, special needs prior to retirement or death.
The Plan will be effective as of January 1, 1995, and will apply to all deferral
elections made after September 30, 1994.
ARTICLE I
DEFINITIONS
-----------
When used herein, the following words shall have the following meanings
unless the content clearly indicates otherwise:
1.1 Account. "Account" means the device used by the Company to
-------
measure and determine the amounts to be paid to a Participant under the Plan for
each Deferral Unit. Separate Accounts will be established for amounts deferred
by a Participant under separate Deferral Units.
<PAGE>
1.2 Beneficiary. "Beneficiary" means the person who under this Plan
-----------
becomes entitled to receive a Participant's interest in the event of his death.
1.3 Board. "Board" means the Board of Directors of the Company or
-----
any committee thereof acting within the scope of its authority.
1.4 CD Rate. "CD Rate" means for each Plan Year the interest rate
-------
paid by Home Savings of America, FSB on a one year Non-Marketable Certificate of
Deposit as of January 1 of such Plan Year.
1.5 Committee. "Committee" means the committee appointed to
---------
administer the Plan pursuant to Article II.
1.6 Company. "Company" means H. F. Ahmanson & Company, a Delaware
-------
corporation, and any successor in interest.
1.7 Deferral Commitment or Deferral Unit. "Deferral Commitment" or
------------------------------------
"Deferral Unit" means a deferral commitment made by a Participant to establish a
deferral unit pursuant to Article III for which a Participation Agreement has
been submitted by the Participant to the Committee.
1.8 Deferral Period. "Deferral Period" means the period over which a
---------------
Participant elects to defer directors fees, as the Committee may permit in its
discretion. A Deferral Period may be one or more calendar years and will
continue indefinitely from year to year until a Participant elects to terminate
the Deferral Period or commence a new Deferral Period. A new Deferral Period
may start each January 1.
-2-
<PAGE>
1.9 Early Distribution. "Early Distribution" means a distribution
------------------
prior to Termination of Service pursuant to Section 5.4.
1.10 Effective Date. "Effective Date" means January 1, 1995.
--------------
1.11 Elective Deferred Compensation. "Elective Deferred Compensation"
------------------------------
means the amount of compensation that a Participant elects to defer pursuant to
a Deferral Commitment.
1.12 Financial Hardship. "Financial Hardship" means an immediate and
------------------
heavy financial need of the Participant, determined by the Committee on the
basis of written information supplied by the Participant in accordance with such
standards as are, from time to time, established by the Committee.
1.13 Participant. "Participant" means any individual who is
-----------
participating in this Plan as provided in Article III.
1.14 Participation Agreement. "Participation Agreement" means the
-----------------------
agreement submitted by a Participant to the Committee prior to the beginning of
the Deferral Period, with respect to the Deferral Commitment made for such
Deferral Period.
1.15 Plan. "Plan" means this "Outside Directors' Capital Accumulation
----
Plan" as set forth in this document and as the same may be amended, administered
or interpreted from time to time.
1.16 Plan Year. "Plan Year" means each calendar year beginning on
---------
January 1 and ending on December 31.
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<PAGE>
1.17 Termination of Service. "Termination of Service" means
----------------------
termination of service as a director of the Company or Home Savings of America,
FSB
1.18 T-Note Rate. "T-Note Rate" means for each Plan Year the interest
-----------
rate which is equivalent to an effective annual yield equal to the 120 month
rolling average rate of ten-year United States Treasury Notes as of the June 30
preceding the applicable Plan Year. This rate will be determined once each year
by an outside source selected by the Company.
1.19 Valuation Date. "Valuation Date" means the last day of each
--------------
month, or such other dates as the Committee may determine in its discretion,
which may be either more or less frequent, for the valuation of Participants'
Accounts.
ARTICLE II
COMMITTEE
---------
2.1 Appointment of Committee. The Committee shall consist of three
------------------------
(3) members who shall be appointed by the Board. Each member shall serve as such
a member until resignation, death or removal by the Board. If at any time the
Committee shall not be in existence, or shall be unable or refuse to make a
determination necessary or convenient to the administration of this Plan, the
Board shall appoint a new member or members to the Committee.
2.2 Duties of Committee. The Committee shall be charged with the
-------------------
administration of this Plan and shall decide all questions arising in the
administration, interpretation and
-4-
<PAGE>
application of the Plan, including all questions of distributions, except as
such may be expressly reserved hereunder to the Board. The decision of the
Committee shall be conclusive and binding on all parties, providing that the
Committee has acted in good faith and in accordance with the provisions of this
Plan.
The Committee shall, from time to time, direct the Treasurer of the
Company concerning the payments to be made hereunder to the Participants
pursuant to this Plan and shall have such other powers respecting administration
of the Plan as may be conferred upon it hereunder or as may be delegated to it
from time to time by the Board.
If any member of the Committee shall be a Participant hereunder, then
in any matters affecting any member of the Committee in his individual capacity
as a Participant hereunder, separate and apart from his status as a member of
the group of Participants, such interested member shall have no authority to
vote in the determination of such matters as a member of the Committee, but the
Committee shall determine such matter as if said interested member were not a
member of the Committee; provided, however, that this shall not be deemed to
take from said interested member any of his rights hereunder as a Participant.
If the remaining members of the Committee should be unable to agree on any
matter so affecting an interested member because of an equal division of voting,
the Board shall appoint a temporary member of the Committee in order to create
an odd number of voting members.
-5-
<PAGE>
2.3 Determinations by Committee; Appointment of Agents; Settlement of
-----------------------------------------------------------------
Claims.
- ------
(a) The Committee may delegate to any agent such duties and powers,
both ministerial and discretionary, as it deems appropriate, excepting only that
all matters involving interpretation of the Plan shall be determined by the
Committee, and settlement of claims shall be determined by the Committee in
accordance with the provisions of subsection (b) hereof.
(b) The Committee shall establish and maintain procedures pertaining
to claims by Participants and their Beneficiaries for benefits under the Plan.
(c) Except as hereinbefore provided, any determination by a majority
of the Committee at a meeting thereof, whether in person or by telephone, or
without a meeting by a resolution or memorandum signed by all the members, shall
be final and conclusive on the Company, on all Participants and Beneficiaries
claiming any right hereunder, and on all third parties dealing with the Company.
2.4 Compensation and Expenses of the Committee. The compensation of
------------------------------------------
the members of the Committee, officers, agents, counsel or other persons
retained or employed by the Committee for services rendered in connection with
the Plan shall be fixed by the Committee, subject to the approval of the Board,
and shall be paid by the Company.
2.5 Resignation and Removal of Members. Any member of the Committee
----------------------------------
may resign at any time by giving written notice to the other members and to the
Company, effective as therein
-6-
<PAGE>
stated, or otherwise upon receipt. Any member or members of the Committee may,
at any time, be removed by the Board.
2.6 Appointment of Successors. Upon death, resignation, termination
-------------------------
or removal of any member of the Committee, the Board shall appoint a successor.
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS
--------------------------------------
3.1 Eligibility and Participation.
-----------------------------
(a) Eligibility. Eligibility to make a Deferral
-----------
Commitment shall be limited to outside directors of the Company and Home Savings
of America, FSB who are not employed by the Company or any Subsidiary.
(b) Participation. An eligible individual may elect to participate
-------------
in the Plan by submitting a Participation Agreement to the Committee prior to
such date preceding the Deferral Period as the Committee may determine. A
Participation Agreement will continue in effect indefinitely from year to year
until a Participant elects to terminate the Participation Agreement or enter
into a new Participation Agreement. Except as provided in Section 3.5 or as the
Committee may otherwise determine, any election to terminate a Participation
Agreement or enter into a new Participation Agreement will take effect on
January 1 after such election is received by the Committee.
3.2 Basic Form of Deferral; Minimum Deferral. A Participant may elect
----------------------------------------
in a Participation Agreement to defer a portion of his directors fees for the
Deferral Period. The
-7-
<PAGE>
amount to be deferred shall be stated as an even percentage of Board annual
retainer, Board meeting fees, Board committee annual retainer and/or Board
committee meeting fees. A different percentage may be elected for each type of
directors fees. The minimum deferral under the Plan shall be $2,000 per year or
such other amount as the Committee may determine from time to time in its
discretion.
3.3 Limitations on Deferral. A Participant shall not defer for any
-----------------------
Plan Year more than one hundred percent (100%) of the Participant's directors
fees. A Participant may not defer under this Plan any directors fees which he
elects to defer under the Company's 1988 or 1996 Directors' Stock Incentive Plan
(the "Stock Incentive Plan"). In the event of any conflict between deferral
elections under this Plan and the Stock Incentive Plan, the deferral election
under the Stock Incentive Plan shall take precedence.
3.4 Deferral Commitments Limited by Termination of Service. A
------------------------------------------------------
Participant's Deferral Commitments shall terminate upon the Participant's
Termination of Service.
3.5 Modification of Deferral Commitments. Deferral Commitments shall
------------------------------------
be irrevocable except as follows:
(a) Financial Hardship. The Committee may permit a Participant
------------------
to reduce the amount to be deferred, or waive the remainder of the Deferral
Commitment, upon a finding that the Participant has suffered a Financial
Hardship.
-8-
<PAGE>
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS
------------------------------
4.1 Accounts. For record-keeping purposes only, Accounts shall be
--------
maintained for each Participant. Separate Accounts shall be maintained for each
Deferral Unit of a Participant.
4.2 Elective Deferred Compensation. A Participant's Elective Deferred
------------------------------
Compensation shall be credited to the Participant's Account as of the date when
the corresponding non-deferred portion of the compensation is paid or would have
been paid but for the Deferral Commitment. Any withholding of taxes or other
amounts with respect to deferred compensation that is required by federal, state
or local law shall be withheld from the Participant's non-deferred compensation
to the maximum extent possible with any excess being withheld from the
Participant's Deferral Commitment or Account.
4.3 Crediting Rate. The Accounts shall be credited monthly with
--------------
interest based on the rates specified below, compounded annually. Interest
shall be credited as of each Valuation Date from the dates when deferred amounts
are credited to Accounts based on the balance of each Account.
(a) Interest Rate During Participant's Lifetime. During a
-------------------------------------------
Participant's lifetime, the Participant's Accounts will be credited with
interest on a monthly basis during each Plan Year at one hundred twenty-five
percent (125%) of the T-Note Rate which is applicable for that Plan Year.
-9-
<PAGE>
(b) Interest Rate After Participant's Death. Following a
---------------------------------------
Participant's death, the Participant's Accounts will be credited with interest
on a monthly basis during each Plan Year at the CD Rate which is applicable for
that Plan Year.
4.4 Determination of Accounts. A Participant's Account as of each
-------------------------
Valuation Date shall consist of the balance of the Participant's Account as of
the immediately preceding Valuation Date, plus the Participant's Elective
Deferred Compensation and interest credited to such Account and minus any
distributions made from such Account since the immediately preceding Valuation
Date.
4.5 Vesting of Accounts. Each Participant shall be one hundred
-------------------
percent (100%) vested at all times in the amounts credited to such Participant's
Accounts.
4.6 Statement of Accounts. The Company shall submit to each
---------------------
Participant quarterly statements setting forth the balance to the credit of the
Accounts maintained for the Participant.
ARTICLE V
PLAN BENEFITS
-------------
5.1 Plan Benefit. If a Participant has a Termination of Service for
------------
any reason including death, the Company shall pay a Plan benefit for each
Deferral Unit equal to the Participant's Account for the Deferral Unit, as
determined below.
Unpaid balances of Accounts of Participants shall be credited with one
hundred twenty-five percent (125%) of the T-Note Rate for each Plan Year until
the Participant's Accounts are
-10-
<PAGE>
distributed in full except in the event of the Participant's death. After the
Participant's death interest shall be credited at the CD Rate pursuant to
Section 4.3(b).
5.2 Form of Retirement Benefit Payment. Benefits payable following
----------------------------------
Termination of Service will be paid in accordance with the form of retirement
benefit elected by the Participant for each Deferral Unit on an election form
prescribed by the Committee for designation of form of payment. A Participant
may change this election by filing a new election at any time which is more than
12 months preceding Termination of Service. Retirement benefits for a Deferral
Unit will be paid in accordance with the most recent timely election made for
that Deferral Unit. Any election which is not timely made will be void.
Thereafter, a Participant's election will be irrevocable, except that a
Participant who has elected payments in installments may request in writing
payment in a lump sum, at any time after Termination of Service, of the amount
of his Account for any Deferral Unit which is reasonably necessary to meet the
Participant's requirements due to a Financial Hardship.
The available forms of payment after Termination of Service are as
follows:
(a) Lump Sum. A lump sum payment after Termination of Service.
--------
(b) Installment Payments. Monthly installment payments in
--------------------
substantially equal payments of principal and interest over a payment period of
60, 120 or 180 months, as elected by the Participant. The amount of the monthly
installments shall be redetermined effective as of January 1 of
-11-
<PAGE>
each year based on the remaining Account balance and the remaining number of
installment payments. If no election is made, retirement benefits will be paid
in monthly installments over 180 months.
(c) Deferred Payments. A Participant may elect, in the election
-----------------
form for designation of form of payment for any Deferral Unit, to have the lump
sum or installment payments which are payable following Termination of Service
commence when the Participant retires from his principal employment, in January
of the year following Termination of Service or retirement from his principal
employment, or when the Participant attains age 55, 60, 65 or 70.
5.3 Survivor Benefits.
-----------------
(a) Amount of Survivor Benefit. The amount payable as a survivor
--------------------------
benefit for a Deferral Unit shall be equal to the remaining unpaid balance of
the Participant's Account, if any, for the Deferral Unit. The amount payable
with respect to the unpaid balances of each of the Participant's Accounts shall
be determined by crediting interest at one hundred twenty-five percent (125%) of
the T-Note Rate for each Plan Year through the date of the Participant's death.
After the Participant's death interest shall be credited at the CD Rate for each
Plan Year pursuant to Section 4.3(b).
(b) Form of Survivor Benefit. If the Participant dies before
------------------------
commencement of distributions of the Participant's Account with respect to a
Deferral Unit, the Participant's Account balance for the Deferral Unit shall be
paid in the form and over the period elected by the Participant for payment of
the
-12-
<PAGE>
survivor benefit for such Deferral Unit. However, the Participant may modify
the form of payment of survivor benefits in a written form filed with the
Committee at any time prior to the Participant's death. If no election is made,
survivor benefits will be paid in a lump sum. Survivor benefit payments shall
commence following the Participant's death.
If the Participant dies after commencement of distributions of the
Participant's Account with respect to a Deferral Unit, the Participant's
remaining Account balance, if any, for the Deferral Unit shall be paid by
continuation of the form of benefit which was payable to the Participant for the
remaining payments which would have been made to the Participant if the
Participant had lived.
Notwithstanding the foregoing, the survivor benefit will be paid in a
lump sum if the aggregate Account balance for all of the Participant's Accounts
is less than $50,000.
5.4 Early Distributions. A Participant may elect to receive an early
-------------------
distribution from his Account for a Deferral Unit prior to Termination of
Service ("Early Distribution") subject to the following restrictions:
(a) Timing of Election. The election to take an Early Distribution
------------------
from an Account for a Deferral Unit must be made at the same time the
Participant elects the form of payment for the Deferral Unit.
(b) Amount of Withdrawal. The amount which a Participant can elect
--------------------
to receive as an Early Distribution with respect to an Account for a Deferral
Unit may be a fixed dollar amount or any percent up to one hundred percent
(100%) of the
-13-
<PAGE>
Participant's Account balance for the Deferral Unit. If a fixed dollar amount
is elected, and this amount exceeds the Account balance when an Early
Distribution is to be made, only the Account balance will be paid.
(c) Timing and Form of Early Distribution. The Early Distribution
-------------------------------------
shall be paid in a single lump sum at the time elected by the Participant in the
election form in which the Early Distribution option is elected. In no event
shall an Early Distribution for a Deferral Unit be made prior to seven years
following the start of the Deferral Period for the Deferral Unit.
Amounts paid to a Participant pursuant to this Section 5.4 shall be
treated as distributions from the Participant's Account.
If a Participant has a Termination of Service prior to the Early
Distribution date which the Participant has elected for a Deferral Unit, his
Account balance for the Deferral Unit will be paid in accordance with the form
of retirement benefit payment which the Participant has elected for the Deferral
Unit, if any, or otherwise in a lump sum upon Termination of Service.
5.5 Hardship Distributions. Upon a finding that a Participant or
----------------------
Beneficiary has suffered a Financial Hardship, the Committee may, in its sole
discretion, make distributions from an Account prior to the time specified for
payment of benefits under the Plan. The amount of such distribution shall be
limited to the amount reasonably necessary to meet the Participant's or
Beneficiary's requirements during the Financial Hardship. Applications for
hardship distributions and determinations thereon by the Committee shall be in
writing, and a Participant
-14-
<PAGE>
or Beneficiary may be required to furnish written proof of the Financial
Hardship.
5.6 Valuation and Settlement. The date on which a lump sum is paid or
------------------------
the date on which installment payments commence shall be the "Settlement Date."
The Settlement Date for a Deferral Unit shall be no more than thirty (30) days
after the last day of the month in which the Participant or his Beneficiary
becomes entitled to payments on account of Termination of Service or death,
unless the Participant elects to defer commencement of payments following
Termination of Service to a later date in the election form for designation of
form of payment for the Deferral Unit. The Settlement Date for an Early
Distribution or delayed payments following Termination of Service shall be the
month which the Participant elects for commencement of such payments in the
election form for designation of form of payment for the Deferral Unit. The
amount of a lump sum payment and the initial amount of installment payments for
a Deferral Unit shall be based on the value of the Participant's Account as of
the Valuation Date at the end of the immediately preceding month before the
Settlement Date. For example, the Valuation Date at the end of December shall
be used to determine lump sum payments and the initial amount of installment
payments which will be made in the following January.
5.7 Change in Control and Lump Sum Payments.
---------------------------------------
(a) Subject to the provisions of Section 5.7(b) hereof, upon
dissolution or liquidation of the Company or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company is not the
-15-
<PAGE>
surviving corporation, or upon the sale of all or substantially all the assets
of the Company, the interests of all then remaining Participants shall continue,
and provisions shall be made in connection with such transaction for the
continuance of the Plan and the assumption of the obligations of the Company
under the Plan by the Company's successor(s) in interest.
(b) Notwithstanding any other provisions of the Plan, at any time
before or after a Change in Control a Participant or a Beneficiary of a deceased
Participant may elect to receive an immediate lump sum payment of the balance of
his Account(s) for any Deferral Unit(s), reduced by a penalty, which shall be
forfeited to the Company, equal to ten percent (10%) before a Change in Control
or five percent (5%) after a Change in Control of the balance of such
Account(s), in lieu of payments in accordance with the form previously elected
by the Participant. However, the penalty shall not apply in the event of (i) a
determination by the Committee based on advice of counsel or (ii) a final
determination by the Internal Revenue Service or any court of competent
jurisdiction, that by reason of the foregoing provision any Participant or
Beneficiary has recognized or will recognize gross income for federal income tax
purposes under this Plan in advance of payment to him of Plan benefits. The
Company shall notify all Participants (and Beneficiaries of deceased
Participants) of any such determination. Whenever any such determination is
made, the Company shall refund all penalties which were imposed hereunder on
account of making lump sum payments at any time during or after the first year
to which such determination applies (i.e., the first year when gross income is
-16-
<PAGE>
recognized for federal income tax purposes). Interest shall be paid on any such
refunds at one hundred twenty-five percent (125%) of the T-Note Rate for each
Plan Year, compounded annually. The Committee may also reduce or eliminate the
penalty if it determines that this action will not cause any Participant or
Beneficiary to recognize gross income for federal income tax purposes under this
Plan in advance of payment to him of Plan benefits. Whenever a Participant
receives a lump sum payment under this Section 5.7(b) or Section 9.1, the
Participant must cease all deferrals under this Plan effective as of the date of
the lump sum payment and may not resume or make any new deferrals under this
Plan until the next Plan Year beginning after 12 months following receipt of the
lump sum payment.
(c) A "Change in Control" shall occur:
(i) When any person (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Securities Exchange Act of 1934) becomes the beneficial
owner (as such term is used in Section 13(d)(1) of the Securities Exchange
Act of 1934) directly or indirectly of securities representing at least 25%
of the combined voting power of the then outstanding securities of the
Company; or
(ii) When during any period of thirty-six (36) consecutive
months (whether commencing before or after the Effective Date of this Plan),
individuals who at the beginning of such period constituted the Company's
Board of Directors cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election, of each new
director was approved by a vote of at
-17-
<PAGE>
least two-thirds of the directors then still in office who were directors at
the beginning of the period; or
(iii) Upon the effective date of any merger, consolidation,
combination, reorganization, sale, lease or exchange, or issuance or
delivery of stock or other securities, or reverse stock split, exchange,
liquidation or dissolution which is referred to in paragraph (b) of Article
TWELFTH of the Company's Restated Certificate of Incorporation as in effect
on the Effective Date, and notwithstanding any repeal, amendment or other
modification of said Article TWELFTH that may hereafter be made (hereinafter
called a "Transaction"), or the approval by the stockholders of the Company
(or if such stockholder approval is not required, the approval by the Board)
of a Transaction; provided, however, that the term "Transaction" shall not
include any transaction described in either proviso set forth at the end of
said paragraph (b); and provided further that the last paragraph of said
Article TWELFTH is hereby incorporated herein by this reference; or
(iv) Upon the effective date of the approval by the
stockholders of the Company of any plan or proposal for the Company to be
Acquired (as defined below) or for the liquidation or dissolution of the
Company.
For purposes of this Section 5.7(c), the Company shall be considered
to be "Acquired" only if the owners of its voting securities immediately prior
to the effective date of any transaction referred to in Section 5.7(a) above
will not own immediately thereafter, as a result of having owned such voting
-18-
<PAGE>
securities, securities representing a majority of the combined voting power of
the then outstanding securities of the Company or the entity that then owns,
directly or indirectly, the Company or all or substantially all its assets.
(d) Notwithstanding any other provision of this Plan, without the
written consent of the Participant (or Beneficiary of a deceased Participant)
affected thereby, the Company may not amend or terminate this Plan:
(i) For a period of twenty-four (24) months following a Change
in Control; or
(ii) At any time thereafter, in any manner which affects any
Participant (or Beneficiary of a deceased Participant) who receives payments
of benefits under this Plan or has a Termination of Service for any reason
at any time during the period of twenty-four (24) months following the
Change in Control.
5.8 Distributions from General Assets. The Company shall make any or
---------------------------------
all distributions pursuant to this Plan in cash out of its general assets.
5.9 Withholding and Payroll Taxes. The Company shall withhold from
-----------------------------
payments made hereunder any taxes required to be withheld from such payments
under federal, state or local law.
5.10 Payment to Guardian. If a benefit is payable to a minor or a
-------------------
person declared incompetent or to a person incapable of handling the disposition
of his property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapacitated person. The Committee may
-19-
<PAGE>
require proof of minority, incompetency, incapacity or guardianship as it may
deem appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Committee from all liability with respect to such
benefit.
5.11 Small Benefit. Notwithstanding any election made by the
-------------
Participant, the Committee, in its sole discretion, may pay any benefit in the
form of a lump sum payment to the Participant or any Beneficiary, if the lump
sum amount of the Account balance which is payable to the Participant or
Beneficiary when payments to such Participant or Beneficiary would otherwise
commence is less than either (i) $5,000 for any individual Account or (ii)
$50,000 in the aggregate for all Accounts which are payable to the Participant
or any Beneficiary.
5.12 Protective Provisions. Each Participant shall cooperate with the
---------------------
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so to
cooperate or makes any material misstatement of information or nondisclosure of
medical history, then no benefits will be payable hereunder to such Participant
or his Beneficiary, provided that, in the Company's sole discretion, benefits
may be payable in an amount reduced to compensate the Company for any loss,
cost, damage or expense suffered or incurred by the Company as a result in any
way of any such action, misstatement or nondisclosure.
-20-
<PAGE>
5.13 Notices and Elections. Any notice or election required or
---------------------
permitted to be given to the Company or the Committee under the Plan shall be
sufficient if in writing on a form prescribed or accepted by the Committee and
hand delivered, or sent by registered or certified mail, to the principal office
of the Company, directed to the attention of the Corporate Human Resources
Department of the Company. Such notice or election shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.
ARTICLE VI
DESIGNATION OF BENEFICIARY
--------------------------
6.1 Designation of Beneficiary. Each Participant shall have the
--------------------------
right to designate a Beneficiary or Beneficiaries to receive his interest in
each of his Accounts upon his death. Such designation shall be made on a form
prescribed by and delivered to the Company. The Participant shall have the
right to change or revoke any such designation from time to time by filing a new
designation or notice of revocation with the Company, and no notice to any
Beneficiary nor consent by any Beneficiary shall be required to effect any such
change or revocation. If, however, the Participant is married, his spouse shall
be required to join any such designation, or change or revocation thereof, to
name a Beneficiary other than the spouse.
6.2 Failure to Designate Beneficiary. If a Participant shall fail to
--------------------------------
designate a Beneficiary before his
-21-
<PAGE>
demise, or if no designated Beneficiary survives the Participant, the Committee
shall direct the Company to pay the balance in each of his Accounts in a lump
sum to the executor or administrator for his estate; provided, however, if no
executor or administrator shall have been appointed, and actual notice of said
death was given to the Committee within sixty (60) days after his death, and if
his Account balances do not exceed Ten Thousand Dollars ($10,000), the Committee
may direct the Company to pay his Account balances to such person or persons as
the Committee determines may be entitled thereto, and the Committee may require
such proof of right and/or identity of such person or persons as the Committee
may deem appropriate or necessary.
ARTICLE VII
POWERS
------
7.1 No Liability. The Committee and its members, the Board and its
------------
members, the Company and its officers, employees and agents, and any persons to
whom any power or duty is delegated in connection with this Plan shall have no
liability for any action or failure to act, except for their own gross
negligence or willful misconduct, and no bond or other security shall be
required of any such person.
7.2 Advice of Counsel. The Committee may consult with legal counsel,
-----------------
who may be counsel for the Company or otherwise, with respect to the meaning or
construction of this Plan, or the Company's or the Committee's obligation or
duties hereunder, and shall be fully protected from any responsibility with
respect to
-22-
<PAGE>
any action taken or omitted by the Committee in good faith pursuant to the
advice of such legal counsel.
7.3 Distribution of Participants' Interests When Company is Unable to
-----------------------------------------------------------------
Locate Distributees. In case the Company is unable within three (3) years after
- -------------------
payment is due to a Participant, or within three (3) years after payment is due
to the Beneficiary or estate of a deceased Participant, to make such payment to
him or his Beneficiary, executor or administrator because it cannot ascertain
his whereabouts or the identity or whereabouts of his Beneficiary, executor or
administrator by mailing to the last known address shown on the Company's
records, and neither he, his Beneficiary, nor his executor or administrator has
made written claim therefor before the expiration of the aforesaid time limit,
then in such case, the amount due shall be forfeited to the Company.
ARTICLE VIII
MAINTENANCE OF ACCOUNTS
-----------------------
8.1 The Company shall keep, or cause to be kept, all such books of
account, records and other data as may be necessary or advisable in its judgment
for the administration of this Plan, and properly to reflect the affairs
thereof, and to determine the nature and amount of the interests of the
respective Participants in each Account.
The Company is not required to physically segregate any assets with
respect to the Accounts under this Plan from any other assets of the Company and
may commingle any such assets
-23-
<PAGE>
with any other moneys, securities and properties of any kind of the Company.
Separate accounts or records for the respective Participants' interests shall be
maintained for operational and accounting purposes, but no such account or
record shall be considered as creating a lien of any nature whatsoever on or as
segregating any of the assets with respect to the Accounts under this Plan from
any other funds or property of the Company.
ARTICLE IX
AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------
9.1 Amendment. The Board may at any time amend the Plan in whole or
---------
in part, provided, however, that no amendment shall be effective to decrease or
restrict the amount accrued (including earnings at the appropriate interest
rate) in any Account to the date of such amendment. Upon a prospective
amendment to reduce the formula for determining the future interest rate, 30
days' advance written notice shall be given to each Participant. Following such
a reduction and the giving of notice to the Participant, the Participant may
elect to (i) terminate an ongoing Deferral Commitment without penalty and/or
(ii) receive an immediate lump sum payment of the balance of his Account(s) for
any Deferral Unit(s), reduced by a penalty, which shall be forfeited to the
Company, equal to five percent (5%) of the balance of such Account(s), in lieu
of payments in accordance with the form previously elected by the Participant.
However, the five percent (5%) penalty shall not apply if it would not have
applied under Section 5.7(b). The Participant may make such
-24-
<PAGE>
an election by notifying the Committee in writing within sixty (60) days
following receipt of notice of the amendment to reduce the interest rate.
9.2 Company's Right to Terminate. The Board may at any time
----------------------------
partially or completely terminate the Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of the Plan or potential
payments thereunder would not be in the best interests of the Company.
(a) Partial Termination. The Board may partially terminate the Plan
-------------------
by instructing the Committee not to accept any additional or ongoing Deferral
Commitments. In the event of such a partial termination, the Plan shall
continue to operate on the same terms and conditions and, unless the Board
instructs the Committee not to accept ongoing Deferral Commitments, shall be
effective with regard to Deferral Commitments entered into prior to the
effective date of such partial termination.
(b) Complete Termination. The Board may completely terminate the
--------------------
Plan. In the event of complete termination, the Plan shall cease to operate,
and the Company shall pay out to each Participant (or the Beneficiary of a
deceased Participant) his Accounts in one lump sum payment as soon as
practicable.
ARTICLE X
SPENDTHRIFT PROVISIONS
----------------------
11.1 The Company shall, except as otherwise provided hereunder, pay
all amounts payable hereunder only to the person
-25-
<PAGE>
or persons entitled thereto hereunder, and all such payments shall be made
directly into the hands of each such person or persons and not into the hands of
any other person or corporation whatsoever, so that said payments may not be
liable for the debts, contracts or engagements of any such designated person or
persons, or taken in execution by attachment or garnishment or by any other
legal or equitable proceedings, nor shall any such designated person or persons
have any right to alienate, arbitrate, execute, pledge, encumber, or assign any
such payments or the benefits or proceeds thereof. If the person entitled to
receive payment be a minor, or a person of unsound mind, whether or not
adjudicated incompetent, the Company, upon direction of the Committee, may make
such payments to such person or persons, corporation or corporations as may be,
or be acting as, parent or legal or natural guardian of such infant or person of
unsound mind. The signed receipt of such person or corporation shall be a full
and complete discharge to the Company for any such payments.
ARTICLE XI
MISCELLANEOUS
-------------
11.1 Right of Company to Replace Directors; Obligations. Neither the
--------------------------------------------------
action of the Company in establishing this Plan, nor any provisions of this
Plan, shall be construed as giving any director the right to be retained as a
director, or any right to any payment whatsoever except to the extent of the
benefits provided for by this Plan. The Company expressly
-26-
<PAGE>
reserves the right at any time to replace or fail to renominate any director
without any liability for any claim against the Company for any payment
whatsoever except to the extent provided for in this Plan. The Company has no
obligation to create any other or subsequent deferred compensation plan for
directors.
11.2 Title to and Ownership of Assets Held for Accounts. Title to and
--------------------------------------------------
ownership of all assets held for any Accounts shall be vested in the Company and
shall constitute general assets of the Company.
11.3 Nature of Liability to Participants. Any and all payments
-----------------------------------
required to be made by the Company to Participants in the Plan shall be general
and unsecured liabilities of the Company.
11.4 Benefits to be Provided Solely by the Company - Subsidiaries not
----------------------------------------------------------------
Liable Therefor. All benefits payable under this Plan shall be paid or provided
- ---------------
for solely by the Company, and the Subsidiaries assume no liability or
responsibility therefor. The Subsidiaries shall incur no liability to any of
the Participants or their Beneficiaries or successors, or otherwise, for
anything done or omitted by the Company, or the Committee, or for any loss in
the Accounts.
11.5 Text to Control. The headings of the Articles and Sections are
---------------
included solely for convenience of reference, and if there be any conflict
between such headings and the text of this Plan, the text shall control.
11.6 Law Governing and Severability. This Plan shall be construed,
------------------------------
regulated and administered under the laws of the State of Delaware.
-27-
<PAGE>
If any provisions of this Plan shall be held invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
remaining provisions of this Plan, and this Plan shall be deemed to be modified
to the least extent possible to make it valid and enforceable in its entirety.
11.7 Resolution. This Plan was adopted pursuant to a resolution duly
----------
adopted by the Board at a meeting of the Board called in conformity with the
Company's By-Laws.
11.8 Name. This Plan may be referred to as the "Outside Director
----
Capital Accumulation Plan of H. F. Ahmanson & Company."
11.9 Gender. The masculine gender shall include the feminine, and the
------
singular shall include the plural.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this 27th day of March, 1997, effective as of January 1, 1995.
H. F. AHMANSON & COMPANY
By /s/ Kevin M. Twomey
-------------------------------------------
Title: Senior Executive Vice President
-28-
<PAGE>
EXHIBIT 10.19.1
FIRST AMENDMENT TO
THE OUTSIDE DIRECTORS'
CAPITAL ACCUMULATION PLAN
OF H. F. AHMANSON & COMPANY
The Outside Directors' Capital Accumulation Plan of H. F. Ahmanson is
hereby amended as follows, effective as of January 1, 1996.
I.
Section 1.1 is hereby amended to read as follows:
"1.1 Account. "Account" means the device used by the Company to measure and
-------
determine the amounts to be paid Participant under the Plan."
II.
Section 1.7 is hereby amended to read as follows:
"1.7 Deferral Commitment. Deferral Commitment means a deferral commitment made
-------------------
by a Participant to establish a deferral commitment pursuant to Article III for
which a Participant Agreement has been submitted by the Participant to the
Committee."
III.
Section 4.1 is hereby amended to read as follows:
"4.1 Accounts. For record-keeping purposes only, Accounts shall be maintained
--------
for each Participant."
IV.
Section 4.3 is hereby amended to read as follows:
"4.3 Crediting Rate. The Account shall be credited monthly with interest based
--------------
on the rates specified below, compounded annually at the end of Plan Year.
Interest shall be credited as of each Valuation Date from the dates when
deferred amounts are credited to each Account.
(a) Interest Rate During Participant's Lifetime.
-------------------------------------------
During a Participant's lifetime, the Participant's Account will be credited with
interest on a monthly basis during each Plan Year at one hundred twenty-five
percent (125%) of the T-Note Rate which is applicable for that Plan Year.
<PAGE>
(b) Interest Rate After Participant's Death. Following a Participant's
---------------------------------------
death, the Participant's Account will be credited with interest on a monthly
basis during each Plan Year at the CD Rate which is applicable for that Plan
Year.
V.
Section 4.5 is hereby amended to read as follows:
"4.5 Vesting of Accounts. Each Participant shall be one hundred percent (100%)
-------------------
vested at all times in the amounts credited to such Participant's Account."
VI.
Section 4.6 is hereby amended to read as follows:
"4.6 Statement of Accounts. The Company shall submit to each Participant
---------------------
quarterly statements setting forth the balance to the credit of the Account
maintained for the Participant."
VII.
Section 5.1 is hereby amended to read as follows:
"5.1 Plan Benefit. If a Participant has a Termination of Service for any
------------
reason including death, the Company shall pay a Plan benefit equal to the
Participant's Account, as determined below.
Unpaid balances of Accounts of Participants shall be credited with one
hundred twenty-five percent (125%) of the T-Note Rate for each Plan Year until
the Participant's Account is distributed in full except in the event of the
Participant's death. After the Participant's death interest shall be credited
at the CD Rate pursuant to Section 4.3(b)."
VIII.
Section 5.2 is hereby amended to read as follows:
"5.2 Form of Retirement Benefit Payment. Benefits payable following
----------------------------------
Termination of Service will be paid in accordance with the form of retirement
benefit elected by the Participant on an election form prescribed by the
Committee for designation of form of payment. A Participant may change this
election by filing a new election at any time which is more than 12 months
preceding Termination of Service. Retirement benefits will be paid in
accordance with the most recent timely election. Any election which is not
timely made will be void. Thereafter, a Participant's election will be
irrevocable, except that a Participant who has elected payments in installments
may request in writing payment in a lump sum, at any time after Termination of
Service, of the amount of his Account which is reasonably necessary to meet the
Participant's requirements due to a Financial Hardship.
<PAGE>
The available forms of payment after Termination of Service are as
follows:
(a) Lump Sum. A lump sum payment after Termination of Service.
--------
(b) Installment Payments. Monthly installment payments in
--------------------
substantially equal payments of principal and interest over a payment period of
60, 120 or 180 months, as elected by the Participant. The amount of the monthly
installments shall be redetermined effective as of January 1 of each year based
on the remaining Account balance and the remaining number of installment
payments. If no election is made, retirement benefits will be paid in monthly
installments over 180 months.
(c) Deferred Payments. A Participant may elect, in the election form
-----------------
for designation of form of payment, to have the lump sum or installment payments
which are payable following Termination of Service commence when the Participant
retires from his principal employment, in January of the year following
Termination of Service or retirement from his principal employment, or when the
Participant attains age 55, 60, 65 or 70."
IX.
Section 5.3 is hereby amended to read as follows:
"5.3 Survivor Benefits.
-----------------
(a) Amount of Survivor Benefit. The amount payable as a survivor
--------------------------
benefit shall be equal to the remaining unpaid balance of the Participant's
Account, if any. The amount payable with respect to the unpaid balances of the
Participant's Account shall be determined by crediting interest at one hundred
twenty-five percent (125%) of the T-Note Rate for each Plan Year through the
date of the Participant's death. After the Participant's death interest shall
be credited at the CD Rate for each Plan Year pursuant to Section 4.3(b).
(b) Form of Survivor Benefit. If the Participant dies before
------------------------
commencement of distributions of the Participant's Account, the Participant's
Account balance shall be paid in the form and over the period elected by the
Participant for payment of the survivor benefit. However, the Participant may
modify the form of payment of survivor benefits in a written form filed with the
Committee at any time prior to the Participant's death. If no election is made,
survivor benefits will be paid in a lump sum. Survivor benefit payments shall
commence following the Participant's death.
If the Participant dies after commencement of distributions of the
Participant's Account, the Participant's remaining Account balance, if any,
shall be paid by continuation of the form of benefit which was payable to the
Participant for the remaining payments which would have been made to the
Participant if the Participant had lived.
Notwithstanding the foregoing, the survivor benefit will be paid in a
lump sum if the aggregate Account balance is less than $50,000.
<PAGE>
X.
Section 5.4 is hereby amended to read as follows:
"5.4 Early Distributions. A Participant may elect on an annual basis to
-------------------
receive an early distribution from his Account prior to Termination of Service
("Early Distribution") subject to the following restrictions:
(a) Timing of Election. The election to take an Early Distribution
------------------
from an Account must be made at the same time the Participant elects the form of
payment.
(b) Amount of Withdrawal. The amount which a Participant can elect to
--------------------
receive as an Early Distribution with respect to an Account may be a fixed
dollar amount or any percent up to one hundred percent (100%) of the
Participant's Account balance for the deferrals made in that Plan Year. If a
fixed dollar amount is elected, and this amount exceeds the Account balance when
an Early Distribution is to be made, only the Account balance will be paid.
(c) Timing and Form of Early Distribution. The Early Distribution
-------------------------------------
shall be paid in a single lump sum at the time elected by the Participant in the
election form in which the Early Distribution option is elected. In no event
shall an Early Distribution be made prior to seven years following the start of
the Deferral Period for that Plan Year.
Amounts paid to a Participant pursuant to this Section 5.4 shall be
treated as distributions from the Participant's Account.
If a Participant has a Termination of Service prior to the Early
Distribution date which the Participant has elected, his Account balance will be
paid in accordance with the form of retirement benefit payment which the
Participant has elected, if any, or otherwise in a lump sum upon Termination of
Service.
XI.
Section 5.6 is hereby amended to read as follows:
"5.6 Valuation and Settlement. The date on which a lump sum is paid or the
------------------------
date on which installment payments commence shall be the "Settlement Date." The
Settlement Date shall be no more than thirty (30) days after the last day of the
month in which the Participant or his Beneficiary becomes entitled to payments
on account of Termination of Service or death, unless the Participant elects to
defer commencement of payments following Termination of Service to a later date
in the election form for designation of form of payment. The Settlement Date
for an Early Distribution or delayed payments following Termination of Service
shall be the month which the Participant elects for commencement of such
payments in the election form for designation of form of payment. The amount of
a lump sum payment and the initial amount of installment payments shall be based
on the value of the Participant's Account as of the Valuation Date at the
<PAGE>
end of the immediately preceding month before the Settlement Date. For example,
the Valuation Date at the end of December shall be used to determine lump sum
payments and the initial amount of installment payments which will be made in
the following January.
XII.
Section 5.7(b) and (c) are hereby amended to read as follows:
(b) Notwithstanding any other provisions of the Plan, at any time
before or after a Change in Control a Participant or Beneficiary of a deceased
Participant may elect to receive an immediate lump sum payment of the balance of
his Account(s), reduced by a penalty, which shall be forfeited to the Company,
equal to ten percent (10%) before a Change in Control or five percent (5%) after
a Change in Control of the balance of such Account(s), in lieu of payments in
accordance with the form previously elected by the Participant. However, the
penalty shall not apply in the event of (i) a determination by the Committee
based on the advice of counsel or (ii) a final determination by the internal
Revenue Service or any court of competent jurisdiction, that by reason of the
foregoing provision any Participant or Beneficiary has recognized or will
recognize gross income for federal income tax purposes under this Plan in
advance of payment to him of Plan benefits. The Company shall notify all
Participants (and Beneficiaries of deceased Participants) of any such
determination. Whenever any such determination is made, the Company shall refund
all penalties which were imposed hereunder on account of making lump sum
payments at any time during or after the first year to which such determination
applies (i.e., the first year when gross income is recognized for federal
income tax purposes). Interest shall be paid on any such refunds at one hundred
twenty-five percent (125%) of the T-Note Rate for each Plan Year, compounded
annually, The Committee may also reduce or eliminate the penalty if it
determines that this action will not cause any Participant or Beneficiary to
recognize gross income for federal income tax purposes under this Plan in
advance of payment to him of Plan benefits. Whenever a Participant receives a
lump sum payment under this Section 5.7(b) or Section 9.1, the Participant must
cease all deferrals under this Plan effective as of the date of the lump sum
payment and may not resume or make any new deferrals under this Plan until the
next Plan Year beginning after 12 months following receipt of the lump sum
payment.
(c) For the purpose of this Agreement, a "Change in Control" shall
mean:
(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of twenty-five percent (25%) or more of either (A) the then outstanding shares
of common stock of the Company(the "Outstanding Company Common Stock") or (B)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
-------- -------
of this clause (i), the following acquisitions shall not constitute a Change in
Control: (w) any acquisition directly from the Company, (x) any acquisition by
the Company, (y) any acquisition by any employee benefit plan (or related trust)
<PAGE>
sponsored or maintained by the Company or any corporation controlled by the
Company or (z) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of clause (iii) of this section; or
(ii) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
-------- -------
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the Persons
who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company's
Common Stock and Outstanding Company Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, twenty-five percent 25% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
XIII.
Section 5.11 is hereby amended to read as follows:
<PAGE>
"5.11 Small Benefit. Notwithstanding any election made by the Participant, the
-------------
Committee, in its sole discretion, may pay any benefit in the form of a lump sum
payment to the Participant or any Beneficiary, if the lump sum amount of the
Account balance which is payable to the Participant or Beneficiary when payments
to such Participant or Beneficiary would otherwise commence is less than $50,000
which is payable to the Participant or any Beneficiary."
XIV.
Section 6.1 is hereby amended to read as follows:
"6.1 Designation of Beneficiary. Each Participant shall have the right to
--------------------------
designate a Beneficiary or Beneficiaries to receive his interest in his Account
upon his death. Such designation shall be made on a form prescribed by and
delivered to the Company. The Participant shall have the right to change or
revoke any such designation from time to time by filing a new designation or
notice of revocation with the Company, and no notice to any Beneficiary nor
consent by any Beneficiary shall be required to effect any such change or
revocation. If, however, the Participant is married, his spouse shall be
required to join any such designation, or change or revocation thereof, to name
a Beneficiary other than the spouse.
XV.
Section 6.2 is hereby amended to read as follows:
"6.2 Failure to Designate Beneficiary. If a Participant shall fail to
--------------------------------
designate a Beneficiary before his demise, or if no designated Beneficiary
survives the Participant, the Committee shall direct the Company to pay the
balance in his Account in a lump sum to the executor or administrator for his
estate; provided, however, if no executor or administrator shall have been
appointed, and actual notice of said death was given to the Committee within
sixty (60) days after his death, and if his Account balance does not exceed Ten
Thousand Dollars ($10,000), the Committee may direct the Company to pay his
Account balance to such person or persons as the Committee determines may be
entitled thereto, and the Committee may require such proof of right and/or
identity of such person or persons as the Committee may deem appropriate or
necessary."
XVI.
Section 9.1 is hereby amended to read as follows:
"9.1 Amendment. The Board may at any time amend the Plan in whole or in part,
---------
provided, however, that no amendment shall be effective to decrease or restrict
the amount accrued (including earnings at the appropriate interest rate) in any
Account to the date of such amendment. Upon a prospective amendment to reduce
the formula for determining the future interest rate, 30 days' advance written
notice shall be given to each Participant. Following such a reduction and the
giving of notice to the Participant, the Participant may elect to (i) terminate
an ongoing Deferral Commitment without penalty and/or (ii) receive an immediate
lump sum payment of the balance of his Account, reduced by a penalty, which
shall be forfeited to the
<PAGE>
Company, equal to five percent (5%) of the balance of such Account, in lieu of
payments in accordance with the form previously elected by the Participant.
However, the five percent (5%) penalty shall not apply if it would not have
applied under Section 5.7(b). The Participant may make such an election by
notifying the Committee in writing within sixty (60) days following receipt of
notice of the amendment to reduce the interest rate."
XVII.
Section 9.2(b) is hereby amended to read as follows:
"9.2(b) Complete Termination. The Board may completely terminate the Plan.
--------------------
In the event of complete termination, the Plan shall cease to operate, and the
Company shall pay out to each Participant (or the Beneficiary of a deceased
Participant) his Account in one lump sum payment as soon as practicable."
IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be executed this 18th day of March, 1997, effective as of January 1,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
------------------------
Title: Senior Executive Vice President
