COUNTRYWIDE CREDIT INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(1998 AMENDMENT AND RESTATEMENT)
FIRST AMENDMENT
The Countrywide Credit Industries, Inc. Supplemental Executive
Retirement Plan (1998 amendment and restatement) shall be further amended as
follows, effective January 1, 1999.
1. Section 1.3(i) shall be amended in its entirety to read as follows:
The Applicable Percentage (as defined in Section 1.3(v) hereof) 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);
provided that for purposes of this determination, a Participant shall be
deemed to have terminated employment on the date he or she attains Rule
of 105 Status (as defined in Section 3.1(a)) so that the Participant's
service and salary following the attainment of such status shall not be
taken into account; less
2. Section 1.3 shall be amended by the addition of the following new
Section 1.3(v) to read as follows:
(v) For purposes of this Section 1.3, the Applicable Percentage shall
be 70%, or, in the case of a Participant entering the Plan after
December 31, 1997, 20% plus an additional 2.67% upon the Participant's
completion of each of his sixth, seventh, eighth, ninth and tenth Years
of Plan Participation, so that for a Participant entering the Plan
after December 31, 1997, the maximum Applicable Percentage shall be 33
1/3% attainable upon the completion of ten Years of Plan Participation.
Notwithstanding the foregoing, the Committee may in its discretion
award to any Participant with at least ten Years of Plan Participation
a maximum Applicable Percentage of up to 60%.
3. Section 2.4 shall be amended in its entirety to read as follows:
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, (iii) his or her death, or (iv)
attainment of at least age 55 with at least 5 Years of Plan
Participation.
b) 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.
4. Section 3.1 shall be amended in its entirety to read as follows:
3.1 Normal Benefit.
a) Eligibility. Except as provided in Section 3.2 below, upon a
Participant's Retirement, Disability or attainment of Rule of 105
Status (as hereafter defined) the Participant shall become
entitled to receive the Normal Benefit. For purposes of this Plan,
a Participant attains Rule of 105 Status when while employed by an
Employer the sum of his or her age and years of service equals 105
where years of service for this purpose means the total of full
years in which a Participant has been employed by one or more
Employers.
b) Form and Amount. The "Normal Benefit" shall be paid in 360 semi-monthly
installments to coincide with the Company's normal
payroll cycle, with the first payment commencing within 30 days
following the Participant's Retirement; onset of the Disability; or, the
later of attainment of Rule of 105 Status; or, March 1, 1999. The amount of
each payment shall be equal to 1/360th 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. Any
payment made hereunder shall be limited as follows: If an Employer
determines in good faith prior to a Change in Control that there is a
reasonable likelihood that any compensation paid to a Participant for a
taxable year of the Employer would not be deductible by the Employer solely
by reason of the limitation under Code Section 162(m), then to the extent
deemed necessary by the Employer to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan prior to the Change
in Control is deductible, the Employer may defer all or any portion of a
distribution under this Plan. Any amounts deferred pursuant to this
limitation shall be credited with a reasonable rate of interest. The
amounts so deferred and amounts credited thereon shall be distributed to
the Participant or his or her Beneficiary (in the event of the
Participant's death) at the earliest possible date, as determined by the
Employer in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Employer during
which the distribution is made will not be limited by Section 162(m), or if
earlier, the effective date of a Change in Control. Notwithstanding
anything to the contrary in this Plan, this limitation shall not apply to
any distributions made after a Change in Control.
5. Section 3.2(a) shall be amended in its entirety to read as follows:
a) Eligibility. If a Participant dies, or a Change in Control occurs,
prior to his or her Retirement, Disability, or attainment of Rule
of 105 Status, 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, Disability,
or attainment of Rule of 105 Status, and after a Termination of
Employment, no benefit whatsoever shall be payable hereunder in
respect of the Participant.
IN WITNESS WHEREOF, this instrument of amendment is executed
this _______ day of ____________________, 1999.
Countrywide Credit Industries, Inc.
A Delaware Corporation
By:
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Its:
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