Countrywide Credit Industries, Inc.
Supplemental Executive Retirement Plan
Plan Document
1998 Amendment and Restatement
===============================================================================
ii
- - -------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
PURPOSE ...............................................................34
Article 1 Definitions................................................... 34
Article 2.........................Selection, Eligibility, Enrollment and Vesting
39
2.1 Selection by Committee...........................................39
2.2 Enrollment Requirements......................................... 39
2.3 Eligibility; Commencement of Participation...................... 39
2.4 Vesting..........................................................39
2.5 Termination of Participation.................................... 40
Article 3...............................................................Benefits
40
3.1 Normal Benefit................................................. 40
3.2 Special Benefit................................................. 41
3.3 Withholding and Payroll Taxes................................... 41
3.4 Withdrawal Election..............................................41
Article 4............................................................Beneficiary
42
4.1 Beneficiary..................................................... 42
4.2 Beneficiary Designation; Change; Spousal Consent.................10
4.3 Acknowledgment...................................................42
4.4 No Beneficiary Designation.......................................42
4.5 Doubt as to Beneficiary..........................................43
4.6 Discharge of Obligations.........................................43
Article 5................. ...Termination, Amendment or Modification of the Plan
1.
5.1 Termination.................................................... 11
5.2 Amendment........................................................43
5.3 Effect of Payment................................................43
Article 6..........................................Other Benefits and Agreements
43
6.1 Coordination with Other Benefits................................ 44
Article 7.........................................................Administration
12
7.1 Committee Duties................................................ 13
7.2 Agents...........................................................44
7.3 Binding Effect of Decisions..................................... 44
7.4 Indemnity of Committee...........................................44
7.5 Employer Information.............................................44
Article 8......................................................Claims Procedures
13
8.1 Presentation of Claim........................................... 13
8.2 Notification of Decision.........................................14
8.3 Review of a Denied Claim.........................................45
8.4 Decision on Review...............................................15
8.5 Legal Action.....................................................46
Article 9..................................................................Trust
46
9.1 Establishment of Trust...........................................46
9.2 Interrelationship of the Plan and the Trust......................46
Article 10.........................................................Miscellaneous
15
10.1 Unsecured General Creditor.......................................15
10.2 Employer's Liability.............................................16
10.3 Nonassignability.................................................46
10.4 Not a Contract of Employment.....................................47
10.5 Furnishing Information...........................................16
10.6 Terms............................................................16
10.7 Captions.........................................................17
10.8 Governing, Law...................................................47
10.9 Validity.........................................................47
10.10 Notice...........................................................47
10.11 Successors.......................................................17
10.12 Spouse's Interest................................................17
10.13 Incompetent......................................................18
10.14 Distribution in the Event of Taxation............................48
COUNTRYWIDE CREDIT INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PURPOSE
The purpose of this Plan is to provide specified benefits to a
select group of management and highly compensated employees who contribute
materially to the continued growth, development and future business success of
Countrywide Credit Industries, Inc., a Delaware corporation, and its
subsidiaries. This Plan shall be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended from
time to time ("ERISA"). The Plan was originally adopted effective March 1, 1994,
was amended effective September 13, 1996 and is hereby amended and restated in
its entirety, effective July 1, 1998.
Article 1
Definitions
For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Beneficiary" she mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 4 below, that are
entitled to receive benefits under this Plan upon the death of a
Participant.
1.2 "Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
1.3 "Benefit Amount" shall mean an annual benefit that is equal in amount to:
(i) 70%, or, in the case of Participants entering the Plan after
December 31, 1997, 60%, of the average of the Participant's
five highest years of Salary (or such shorter period that the
Participant is employed by an Employer), determined by
averaging the Participant's five highest calendar years of
Salary during the ten calendar year period ending with the
calendar year in which the Participant terminates his or her
service with all Employers (or such shorter period that the
Participant is employed by an Employer); less
(ii) An annual amount, determined and payable as of the
Participant's Retirement or Disability onset, that is the
actuarial equivalent (based on the assumptions used in the
Company's qualified defined benefit plan) of the total company
contributions made to the Company's Deferred Compensation Plan
on behalf of the Participant, plus the earnings thereon,
calculated as an annual benefit in the form of a term certain
for 15 years; less
(iii) An annual amount, determined and payable as of the
Participant's Retirement or Disability onset, that is the
actuarial equivalent (based on the assumptions used in the
Company's qualified defined benefit plan) of the benefit
payable to the Participant under the Company's qualified
defined benefit plan in the form of a term certain for 15
years; less
(iv) An annual amount determined and payable as of the
Participant's Retirement or Disability onset, that is the
actuarial equivalent (based on the assumptions used in the
Company's qualified defined benefit plan) of the
employer-provided benefit payable to the Participant under a
nonqualified deferred compensation plan with a defined
benefit-type formula provided by an employer other than any
Employer in the form of a term certain for 15 years.
1.4 "Board" shall mean Compensation Committee of the Board of Directors of the
Company.
1.5 "Change in Control" shall mean the first to occur of any of the following
events:
(a) An acquisition (other than directly from the Company) of any common
stock or other "Voting Securities" (as hereinafter defined) of the
Company by any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty five percent (25%) or more of the
then outstanding shares of the Company's common stock or the combined
voting power of the Company's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has
occurred, Voting Securities which are acquired in a "Non-Control
Acquisition" (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control. For purposes of
this Agreement, (1) "Voting Securities" shall mean the Company's
outstanding voting securities entitled to vote generally in the
election of directors and (2) a "Non-Control Acquisition" shall mean
an acquisition by (i) an employee benefit plan (or a trust forming a
part thereof) maintained by (A) the Company or (B) any corporation or
other Person of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or indirectly,
by the Company (for purposes of this definition, a "Subsidiary"), (ii)
the Company or any of its Subsidiaries, or (iii) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);
(b) The individuals who, as of September 13, 1996, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the members of the Board; provided, however, that
if the election, or nomination for election by the Company's common
stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent
Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
"Election Contest) (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization
involving the Company, unless such merger,
consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control
Transaction" shall mean a merger,
consolidation or reorganization of the
Company where:
(A) the stockholders of the Company, immediately before such merger,
consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at
least seventy percent (70%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such
merger, consolidation or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger, consolidation or
reorganization;
(B) the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least two-thirds of the
members of the board of directors of the Surviving Corporation, in the
event that, immediately following the consummation of such
transaction, a corporation beneficially owns, directly or indirectly,
a majority of the Voting Securities of the Surviving Corporation; and
(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained
by the Company, the Surviving Corporation, or any Subsidiary, or (iv)
any Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty five percent (25%)
or more of the then outstanding Voting Securities or common stock of
the Company, has Beneficial Ownership of twenty five percent (25%) or
more of the combined voting power of the Surviving Corporation's then
outstanding Voting Securities or its common stock;
(ii) A complete liquidation or dissolution of the Company; or
(iii)The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a
Subsidiary).
Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any
Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the
then outstanding common stock or Voting Securities as
a result of the acquisition of common stock or Voting
Securities by the Company which, by reducing the
number of shares of common stock or Voting Securities
then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons;
provided, however, that if a Change in Control would
occur (but for the operation of this sentence) as a
result of the acquisition of common stock or Voting
Securities by the Company, and after such share
acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional common
stock or Voting Securities which increases the
percentage of the then outstanding common stock or
Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur."
1.6 "Claimant" shall have the meaning set forth in Section 8.1 below.
1.7 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
1.8 "Committee" shall mean the administrative committee appointed to manage
and administer the Plan in accordance with the provisions of Article 7
below.
1.9 "Company" shall mean Countrywide Credit Industries, Inc., a Delaware
corporation.
1.10 "Deferred Compensation Plan" shall mean the Countrywide Credit
Industries, Inc., Deferred Compensation Plan effective August 1, 1993.
1.11 "Disability" shall mean a period of disability during which a
Participant qualifies for benefits under the Participant's Employer's
long-term disability plan, or, if a Participant does not participate in
such a plan, a period of disability during which the Participant would
have qualified for benefits under such a plan, as determined in the
sole discretion of the Committee, had the Participant been a
participant in such a plan.
1.12 "Employer" shall mean the Company and/or any of its subsidiaries that
have been selected by the Board to participate in the Plan in respect
of its Employees.
1.13 "Normal Benefit" shall mean the benefit described in Section 3.1
below.
1.14 "Participant" shall mean any employee of an Employer (i) who is
selected to participate in the Plan, (ii) who elects to participate in
the Plan, (iii) who signs a Plan Agreement and Beneficiary Designation
Form, (iv) whose signed Plan Agreement and Beneficiary Designation Form
are accepted by the Committee, and (v) whose Plan Agreement has not
terminated.
1.15 "Plan" shall mean the Company's Supplemental Executive Retirement Plan,
which shall be evidenced by this instrument and by each Plan Agreement,
all as may be amended from time to time.
1.16 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant shall
provide for the entire benefit to which such Participant is entitled to
under the Plan, and the Plan Agreement bearing the latest date shall
govern such entitlement. Such Agreement is hereby incorporated by
reference and, with respect to the Participant who is a party thereto,
shall form a part of this Plan.
1.17 "Plan Year" shall, for the first Plan Year, begin on March 1, 1994, and
end on February 28, 1995. For each Plan Year thereafter, the Plan Year
shall begin on March 1 of each year and continue through February 28 of
the next year.
1.18 "Qualified Plan" shall mean the Company's Pension Plan, as amended,
effective March 1, 1994.
1.19 "Retirement," "Retires" or "Retired" shall mean attainment of age
sixty-five (65), or, if later, severance from employment with all
Employers for any reason (other than leave of absence, death, or
Disability) on or after the attainment of age sixty-five (65).
1.20 "Salary" shall mean, without regard to any limitations under Code
Section 401(a)(17) or any succession provision thereto, the annual
compensation, excluding bonuses, commissions, overtime, incentive
payments, relocation and other allowances, non-monetary awards,
directors fees and other fees, life insurance and similar items paid to
a Participant for employment services rendered to any Employer, before
reduction for compensation deferred pursuant to all qualified,
non-qualified and Code Section 125 plans of any Employee.
1.21 "Special Benefit" shall mean the benefit described in Section 3.2
below.
1.22 "Termination of Employment" shall mean the ceasing of employment with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability or death.
1.23 "Trust" shall mean the trust established pursuant to that certain Trust
Agreement, dated as of September 1, 1993, between the Company and the
Trustee named therein, as amended from time to time.
1.24 "Years of Plan Participation" shall mean the total number of full years
a Participant has been a Participant in the Plan. For purposes of a
Participant's first Plan Year of participation only, any partial Plan
Year of participation shall be treated as a full year.
Article 2
Selection, Eligibility, Enrollment and Vesting
2.1 Selection by Committee. Participation in the Plan shall be limited to a
select group of management and highly compensated employees of the
Employers. From that group, the Committee shall select, in its sole
discretion, employees of the Employers to participate in the Plan.
2.2 Enrollment Requirements. As a condition to participation, each selected
employee shall complete, sign and return to the Committee a Plan
Agreement and a Beneficiary Designation Form. In addition, the
Committee, in its sole discretion, shall establish from time to time
such other enrollment requirements as it determines in its sole
discretion are necessary.
2.3 Eligibility; Commencement of Participation. Provided an employee
selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, that employee
shall commence participation in the Plan on the date specified by the
Committee. If a selected employee fails to meet all such requirements
prior to that date, that employee shall not be eligible to participate
in the Plan until the completion of those requirements. Generally,
however, Managing Directors will be eligible to begin participation in
the Plan on the first day of the Plan Year following or coincident with
their completion of five years of service with the Company or any
Employer, and Executive Vice Presidents of the Company or Countrywide
Home Loans, Inc. will be eligible to begin participation on the first
day of the Plan Year following or coincident with their completion of
five years of service as an Executive Vice President.
2.4 Vesting.
(a) For All Participants. A Participant shall vest 100%
in his or her benefits under this Plan upon the
earliest to occur, with respect to the Participant,
while employed by an Employer of (i) the onset of a
Disability, (ii) a Change in Control, or (iii) his or
her death.
(b) For Those Becoming Participants Before January 1,
1998 . In addition, an individual becoming a
Participant prior to January 1, 1998, shall become
100% vested in his or her benefits under this Plan
upon his or her attainment while employed by an
Employer of at least age 55 (but less than 65) with
at least 5 Years of Plan Participation, or attainment
of age 65 without regard to Years of Plan
Participation.
(c) For Those Becoming Participants After December 31,
1997. In addition, an individual becoming a
Participant after December 31, 1997, shall upon
attaining age 55 while employed by an Employer, vest
in his or her benefits under this Plan, based on his
or her completion of Years of Participation (which
may include years of Participation prior to attaining
age 55), in accordance with the following table:
Years of Participation Completed Vested Percentage
less than 1 0%
1 20
2 40
3 60
4 80
5 or more 100
Except as provided in 2.4(a) hereof, a Participant
shall acquire no vested interest hereunder prior to
attaining age 55 while employed by an Employer.
(d) Forfeiture. If a Participant has a Termination of
Employment prior to becoming 100% vested, as
determined above, he or she shall forfeit the
non-vested portion of his or her benefit under this
Plan and no person shall have any claim or right to
such amount. Further, notwithstanding any other
provision of the Plan, if a Participant dies after
Termination of Employment but before his or her
Retirement or Disability, he or she shall forfeit his
entire benefit hereunder.
2.5 Termination of Participation. If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group
is determined in accordance with Section 201(2) of ERISA, the Committee
shall have the right, in its sole discretion, to (i) preclude the
Participant from further participation in the Plan and/or (ii) treat
the Participant as having terminated employment on the date of the
Committee's determination and immediately distribute any vested
benefits as though they constitute a Special Benefit under Section 3.2
hereof by reason of a Change in Control on the date of determination
(but without accelerated vesting). If a Participant receives a payment
under this Section 2.5 and is subsequently allowed again to become a
Participant under this Plan, then the Participant's Benefit Amount in
respect of such subsequent period (or periods) of participation shall
be reduced by an amount determined and payable as of the Participant's
Retirement or Disability onset that is the actuarial equivalent (based
on the assumptions used in the Company's qualified defined benefit
plan) of the one or more payments made under this Section 2.5 in the
form of a term certain for 15 years.
Article 3
Benefits
3.1 Normal Benefit.
(a) Eligibility. Except as provided in Section 3.2 below, upon
a Participant's Retirement or Disability, the Participant shall become entitled
to receive the Normal Benefit.
(b) Form and Amount. The "Normal Benefit" shall be paid in 15
annual payments, with the first payment commencing within 30 days following the
Participant's Retirement or onset of the Disability and with each annual payment
thereafter being paid on the first day of the month following the anniversary of
the Participant's Retirement or Disability onset, as the case may be. The amount
of each annual payment shall be equal to the Benefit Amount, as that amount is
calculated for the Participant, multiplied by the Participant's vested
percentage as determined under Section 2.4 hereof. If a Participant dies after
payments have commenced, his or her beneficiary will continue to receive the
Normal Benefit for the balance of the 15 year period.
3.2 Special Benefit.
(a) Eligibility. If a Participant dies, or a Change in Control
occurs, prior to his or her Retirement or Disability while the
Participant is employed by an Employer, the Participant or his
or her Beneficiary, as the case may be, shall be paid the
Special Benefit in lieu of the Normal Benefit. If a
Participant dies prior to his or her Retirement or Disability
and after a Termination of Employment, no benefit whatsoever
shall be payable hereunder in respect of the Participant.
(b) Benefit and Payment. The "Special Benefit" shall be paid in a lump sum
cash payment within 60 days following the date that the Committee
receives notice of the Participant's death, or within 60 days
following a Change in Control. The amount of this benefit shall be the
present value (determined as of the payment date specified in the
previous sentence) of the Normal Benefit (taking into account Section
2.4(a) hereof) that the Participant would receive if the Participant
terminated his or her employment with all Employers on the date of his
or her death or the Change in Control, as the case may be, and
payments commenced on the Participant's 65th birthday. Such benefit
shall be computed using a rate equal to the Pension Benefit Guarantee
Corporation immediate annuity interest rate ("PBGC Rate"), at the time
of retirement for a benefit of 15 years certain based on 100% of the
1983 Group Annuity Mortality Table.
3.3 Withholding and Payroll Taxes. When a Participant becomes vested
hereunder, the Participant's Employer(s) shall withhold from the
Participant's regular salary or bonus, in a manner determined by the
Employer(s), the Participant's share of FICA and other employment
taxes. In addition, the Participant's Employer(s), or the trustee of
any Trust shall withhold from any and all of the Participant's benefits
distributed under this Article 3 and, if necessary, the Participant's
wages, all federal, state and local income, employment and other taxes
required to be withheld by the Employer(s) in connection with the
benefits hereunder, in amounts to be determined in the sole discretion
of the Employer.
3.4 Withdrawal Election. A Participant or his or her Beneficiary, as the
case may be, may elect, at any time after he or she commences to
receive benefits payments under this Plan, to receive those payments in
a lump sum, based on the actuarial equivalent of his or her remaining
vested Normal Benefit less a 10% penalty (as described below). No
election to partially accelerate benefits shall be allowed. The
Participant shall make this election by giving the Plan Administrator
advance written notice of the election in a form determined from time
to time by the Plan Administrator. The penalty shall be equal to 10% of
the lump sum actuarial equivalent of the Participant's remaining vested
Normal Benefit, determined using a rate equal to the Pension Benefit
Guarantee Corporation immediate annuity interest rate ("PBGC Rate"), at
the time of retirement for a benefit of 15 years certain based on 100%
of the 1983 Group Annuity Mortality Table. The Participant shall be
paid the reduced benefit amount within 60 days of his or her election.
Once such is paid, the Participant's participation in the Plan shall
terminate and the Participant shall not be eligible to participate in
the Plan in the future.
Article 4
Beneficiary
4.1 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary (both primary as well as contingent)
to receive any benefits payable under the Plan to a Beneficiary upon
the death of a Participant. The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under
any other plan of the Company in which the Participant participates.
4.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary or Beneficiaries by completing and
signing the Beneficiary Designation Form and returning it to the
Committee or its designated agent. A Participant shall have the right
to change a Beneficiary by completing, signing and otherwise complying
with the terms of the Beneficiary Designation Form and the Committee's
rules and procedures, as in effect from time to time. If the
Participant names someone other than his or her spouse as a
Beneficiary, a spousal consent must be signed by that Participant's
spouse on a form designated by the Committee and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall
be canceled. The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by
the Committee prior to his or her death.
4.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Committee or its designated agent.
4.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 4.1, 4.2 and 4.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to the
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant's
estate.
4.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, before a Change in Control, to cause
the Trustee to withhold such payments until this matter is resolved to
the Committee's satisfaction.
4.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to
a Participant, and that Participant's Plan Agreement shall terminate
upon such full payment of benefits.
Article 5
Termination, Amendment or Modification of the Plan
5.1 Termination. Any Employer reserves the right to terminate the Plan at
any time with respect to the Participants employed by that Employer.
Upon the termination of the Plan, all Plan Agreements shall terminate
and a Participant shall be paid a Special Benefit under Section 3.2 as
if the Participant had died as of the date of the termination of the
Plan. Prior to a Change in Control, the Company shall have the right,
at its sole discretion, and notwithstanding any elections made by the
Participant, to pay such benefits in a lump sum or in monthly
installments (with reasonable interest determined by the Committee) for
up to 5 years. Upon a Change in Control, the Company shall be required
to pay such benefits in a lump sum. The termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date
of termination; provided however, that the Company shall have the right
to accelerate installment payments.
5.2 Amendment. Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to the Participants employed by that
Employer, provided, however, that no amendment or modification shall be
effective to decrease or restrict a Participant's benefit under this
Plan at the time of the amendment or modification, which benefits shall
be calculated as if the Participant had Retired as of the date the
amendment or modification is made or becomes effective, whichever is
later and payment commenced on that date. The amendment or modification
of the Plan shall not affect any Participant or Beneficiary who has
become entitled to the payment of benefits under the Plan as of the
date the amendment or modification is made or becomes effective,
whichever is later; provided, however, that the Company shall have the
right to accelerate installment payments.
5.3 Effect of Payment. The full payment of the applicable benefit under
Article 3 of the Plan shall completely discharge all obligations to a
Participant under this Plan and the Participant's Plan Agreement shall
terminate.
Article 6
Other Benefits and Agreements
6.1 Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for employees of the Participant's Employer. The
Plan shall supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be expressly
provided.
Article 7
Administration
7.1 Committee Duties. This Plan shall be administered by a Committee which
shall consist of not fewer than three (3) persons appointed by the
Board of the Company. Committee members shall serve at the pleasure of
the Board. Members of the Committee may be Participants under this
Plan. The Committee shall have the discretion and authority to make,
amend, interpret and enforce all appropriate rules and regulations for
the administration of this Plan and decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan.
7.2 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit and may, from time to time, consult with counsel
who may be counsel to any Employer.
7.3 Binding. Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
7.4 Indemnity of Committee. All Employers shall indemnify and hold harmless
the members of the Committee against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct
by the Committee or any of its members.
7.5 Employer Information. To enable the Committee to perform its functions,
each Employer shall supply full and timely information to the Committee
on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or
Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.
Article 8
Claims Procedures
8.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the
claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
8.2 Notification of Decision. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in
writing:
(a) that the Claimant's requested determination has been
made, and that the claim has been allowed in
full; or
(b) that the Committee has reached a conclusion contrary,
in whole or in part, to the Claimant's requested
determination, and such notice must set forth in a
manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of
the claim, or any part of it;
(ii) the specific reference(s) to pertinent
provisions of the Plan upon which such
denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to
perfect the claim, and an explanation of why
such material or information is necessary;
and
(iv) an explanation of the claim review procedure
set forth in Section 8.3 below.
8.3 Review of a Denied Claim. Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/
or
(c) may request a hearing, which the Committee, in its
sole discretion, may grant.
8.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan
provisions upon which the decision was
based; and
(c) such other matters as the Committee deems relevant.
8.5 Legal Action. A Claimant's compliance with the foregoing provisions of
this Article 8 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
Article 9
Trust
9.1 Establishment of Trust. The Company may establish one or more grantor
Trusts and shall at least annually transfer over to the Trust such
assets as the Committee determines, in its sole discretion, are
necessary to provide for the Company's future liabilities created under
this Plan, provided the assets of the Trust shall be considered part of
the general assets of the Company subject to the claims of its general
creditors.
9.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the Participant and the creditors of the
Company to the assets transferred to the Trust. The Company shall at
all times remain liable to carry out its obligations under the Plan.
The Company's obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust.
Article 10
Miscellaneous
10.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of an Employer. With
respect to the Plan, any Plan Agreement and the Trust, any and all of
an Employer's assets shall be, and shall remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under the
Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.
10.2 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan.
10.3 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and non-transferable, except that the
foregoing shall not apply to any family support obligations set forth
in a court order. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or
insolvency.
10.4 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, with or without cause, unless expressly provided
in a written employment agreement. Nothing in this Plan shall be deemed
to give a Participant the right to be retained in the service of any
Employer or to interfere with the right of any Employer to discipline
or discharge the Participant at any time.
10.5 Furnishing Information. A Participant will cooperate with any Employer
by furnishing any and all information requested by any Employer and
take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder,
including but not limited to taking such physical examinations as any
Employer may deem necessary.
10.6 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and wherever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
10.7 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
10.8 Governing, Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of California.
10.9 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision had never been
inserted herein.
10.10 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Countrywide Credit Industries, Inc.
Administrative Committee
Supplemental Executive Retirement Plan
4500 Park Granada
Calabasas, CA 91302
Such notice 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.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing
and hand-delivered, or sent by mail, to the last known address
of the Participant.
10.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant, the Participant's Beneficiaries, and their
permitted successors and assigns.
10.12 Spouse's Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
10.13 Incompetent. If a benefit under this Plan is to be paid to a minor, a
person declared incompetent or to a person incapable of handling the
disposition of that person's 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 incapable person.
The Committee may require proof of minority, incompetency, incapacity
or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the
account of the Participant and the Participant's Beneficiary, as the
case may be, and shall be a complete discharge of any liability under
the Plan for such payment amount.
10.14 Distribution in the Event of Taxation. If, for any reason, all or any
portion of a Participant's benefit under this Plan becomes taxable to
the Participant prior to receipt, a Participant may petition the
Committee for a distribution of assets sufficient to meet the
Participant's tax liability (including additions to tax, penalties and
interest). Upon the grant of such a petition, which grant shall not be
unreasonably withheld, a Participant's Employer shall distribute to the
Participant immediately available funds in an amount equal to that
Participant's federal, state and local tax liability associated with
such taxation (which amount shall not exceed a Participant's accrued
benefit under the Plan), which liability shall be measured by using
that Participant's then current highest federal, state and local
marginal tax rate, plus the rates or amounts for the applicable
additions to tax, penalties and interest. If the petition is granted,
the tax liability distribution shall be made within 90 days of the date
when the Participant's petition is granted. Such a distribution shall
affect and reduce the benefits to be paid under Article 3.
IN WITNESS WHEREOF, the Company has signed this Plan document
as of ____________________,19__.
Countrywide Credit Industries, Inc.,
a Delaware corporation
By: