AMENDMENT TO ADDITIONAL COMPENSATION AGREEMENT
This Amendment to that certain Additional Compensation Agreement
("Amendment") is entered into as of this 28th day of June, 2000 by and between
Downey Savings and Loan Association, F. A. ("Downey") successor to Downey
Savings and Loan Association, a California corporation and Maurice L. McAlister
("McAlister") to amend and modify that certain Additional Compensation Agreement
("Agreement") that was made and entered into as of December 21, 1989 by and
between Downey Savings and Loan Association, a California corporation and
McAlister. Unless otherwise specifically defined herein, capitalized terms used
in this Amendment which are defined in the Agreement are used herein as so
defined.
WHEREAS, the Agreement provides for Downey to pay and McAlister to receive
certain Compensation payments upon McAlister's retirement as an employee of
Downey, and
WHEREAS, McAlister after having completed more than thirty (30) years of
service has retired as an employee of Downey and of its wholly owned subsidiary,
DSL Service Company, and
WHEREAS, McAlister has continued to ably serve and actively guide the
growth and profitability of Downey Financial Corp., Downey, and DSL Service
Company as its Chairman of the respective Boards of Directors, of Downey
Financial Corp. Downey and DSL Service Company and
WHEREAS, Downey Financial Corp. and Downey's Boards of Directors have
reviewed and agreed and authorized Downey to enter into this Amendment with
McAlister on the terms and conditions set forth in this Amendment, and
WHEREAS, Downey Financial Corp., Downey and DSL Service Company desire to
continue to receive the benefit of McAlister's advice, counsel and service.
NOW THEREFORE, in consideration of the foregoing, the receipt and
sufficiency of which consideration is hereby acknowledged, Downey and McAlister
agree as follows:
1. Paragraph 1 of the Agreement is amended to read effective as of June 28,
2000 in its entirety as follows:
In consideration of McAlister's continuous years of service to Downey
Financial Corp., Downey and DSL Service Company, as a founder, employee,
director and as Chairman of the respective Boards of Directors of Downey
Financial Corp., Downey and DSL Service Company until the Compensation
Termination Date, (as defined herein below), Downey shall pay to McAlister
or to McAlister's Beneficiary the additional compensation (the
"Compensation") as provided below.
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2. Paragraph 2 of the Agreement is amended to read effective as of June 28,
2000 in its entirety as follows:
Subject to adjustments that may be made in accordance with Paragraph 4 of
the Agreement, effective as of June 28, 2000 the amount of Compensation to
be paid to McAlister shall be $35,688.27 per month.
3. Paragraph 3 of the Agreement is amended to read effective as of June 28,
2000 in its entirety as follows:
The Compensation shall be paid to McAlister for so long as McAlister lives
but not less than a term of one hundred twenty (120) months from June 28,
2000. The date upon which Compensation shall cease to be paid shall be
referred to in this Amendment and the Agreement as the "Compensation
Termination Date". In the event of McAlister's death prior to the
expiration of 120 months from June 28, 2000, Downey shall continue to pay
the Compensation (until the Compensation Termination Date) to the person
last designated by McAlister as McAlister's Beneficiary to Downey in
writing. For example, if McAlister receives the Compensation for two (2)
years after the date hereof, and then dies, Downey shall pay the
Beneficiary the Compensation for an additional eight (8) years.
4. Except as expressly amended and modified by this Amendment, the provisions
of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day
and year first above written.
"Downey" Downey Savings and Loan Association, F.A.
By:/s/ Daniel D. Rosenthal
--------------------------
Daniel D. Rosenthal
Director, President and Chief Executive Officer
By:/s/ Donald E. Royer
----------------------
Donald E. Royer,
Executive Vice President, General Counsel,
Corporate Secretary
"McAlister" /s/ Maurice L. McAlister
-------------------------
Maurice L. McAlister
