EXHIBIT 10.3
AMENDMENT NO. 2
TO THE
GREAT WESTERN FINANCIAL CORPORATION
SENIOR OFFICERS' DEFERRED COMPENSATION PLAN
1992 RESTATEMENT
WHEREAS, Great Western Financial Corporation (the "Company")
maintains the Great Western Financial Corporation Senior Officers'
Deferred Compensation Plan (the "Plan") to provide current tax planning
opportunities as well as supplemental funds for retirement or death for
selected officers of the Company and its subsidiaries;
WHEREAS, it is desirable to provide that the benefits previously
payable under the Company's Supplemental Investment Plan shall be payable
from this Plan, to make certain changes in the matching amounts under the
Plan and to make other changes.
NOW, THEREFORE, the Plan is amended as follows:
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS
1. Effective as of January 1, 1992, Section 4.4 is amended to read as
follows:
"4.4 - MATCHING CREDITS.
(a) The Employer shall make a matching credit to the Account of each
Participant who is eligible to be allocated company contributions under
the Company's Employee Savings Incentive Plan ("Savings Plan"). The
matching credit shall be fifty percent (50%) of the Participant's combined
elective deferrals under this Plan and the Savings Plan (including after-
tax contributions to the Savings Plan) up to a total of up to a total of
three percent (3%) of the Participant's Compensation for the Plan Year,
regardless of exceeding the limits on annual additions under tax qualified
plans. The amount of the matching credit shall be reduced by the matching
contributions credited to the Participant under the Savings Plan for the
Plan Year.
(b) If a discretionary contribution is made under the Savings Plan,
an additional matching credit will be made to the Participant's Account
under this Plan up to a percentage (as described in the next sentence) of
the Participant's combined elective deferrals under this Plan and the
Savings Plan (including after-tax contributions to the Savings Plan), up
to a total of three percent (3%) of the Participant's Compensation for the
Plan Year. The percentage described in the preceding sentence shall be
the percentage of the combined elective and after-tax deferrals made by
nonhighly compensated Participants under the Savings Plan contributed by
Employer as discretionary match under the Savings Plan; however, such
percentage shall not exceed fifty percent (50%). The amount of this
discretionary credit shall be reduced by discretionary contributions under
the Savings Plan for the Plan Year.
(c) The total amount credited under Sections 4.4(a) and (b) for a
Participant for a Plan Year shall not exceed the amount of the
Participant's elective deferrals to the Plan for the Plan Year.
(d) No credits under this Section 4.4(a) and (b) for a Plan Year will
be made for Participant unless the Participant has made the maximum
matchable contribution to the Savings Plan, or such lower contribution
permitted by the Plan, for that Plan Year. In addition, no credit under
Section 4.4(b) for a Plan Year will be made for a Participant unless the
Participant is an Employee on the last day of the Plan Year.
(e) For purposes of this Section 4.4, Compensation shall exclude
bonuses and cash incentive compensation.
(f) Credits under this Section 4.4 shall be made to the Account at
the end of each Plan Year."
2. Effective as of January 1, 1996, Article IV is amended by adding a new
Section 4.9 to read as follows:
"Section 4.9 - ADDITIONAL ACCOUNTS.
(a) This Section 4.9 shall only apply to Participants who are also
participants in the Company's Supplemental Executive Retirement Plan for
the Plan Year ("SERP Participants").
(b) All accounts of SERP Participants which have been governed by the
Great Western Financial Corporation Supplemental Incentive Plan ("SIP")
shall, effective January 1, 1996, be governed by this Plan and not the
SIP.
(c) Unless the Board provides otherwise for one or more SERP
Participants, the Employer shall make a supplemental credit to the Account
of each SERP Participant who is eligible to be allocated company
contributions under the Company's Savings Plan (as defined in Section
4.4). The amount of such supplemental credit for a Plan Year shall equal
the excess of A over B; where A is the amount of matching credit that the
SERP Participant would have received under Sections 4.4(a) and (b) if
Section 4.4(c) did not apply, and B is the actual amount of matching
credit made to the Account of the SERP Participant under Section 4.4.
(d) The amounts credited to the Accounts of SERP Participants
pursuant to subsections (b) and (c) above shall, except as provided below,
be treated in all respects as matching credits under this Plan.
(1) Such amounts shall always be credited with the Fixed Rate Yield;
in no event shall any such amounts be credited with an Enhanced Rate
Yield.
(2) For purposes of determining the form of benefits payable upon
Retirement, the following rules shall govern. If a SERP Participant
receives a credit under Section 4.9(c) (or received a credit under the SIP
prior to 1996) in a Plan Year in which such SERP Participant also receives
a matching credit under Section 4.4, then such amount shall be distributed
in accordance with the Participant's elections with respect to such
matching credits. If the SERP Participant receives such credits with
respect to a Plan Year for which no matching credit under Section 4.4 is
made, then the distribution will be made in accordance with Sections
5.2(d) and (e)."
3. A new Section 5.14 is added to read as follows:
"Section 5.14 - SECTION 162(m) LIMITS.
Notwithstanding anything contained herein to the contrary, the
amount of any distribution under Sections 5.6 or 5.8 in any Plan Year
shall be limited to the extent necessary that payment of such amount is
deductible under Section 162(m) of the Code. Any amount not so
distributed shall continue to be credited with interest and shall be
distributed in the first succeeding Plan Year in which a deduction is
allowed under Section 162(m)."
4. The second sentence of Section 7.1 is amended to read as follows:
"The Committee shall have the complete authority and full discretion
to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve
any and all questions including interpretations and constructions of this
Plan, as may arise in connection with the Plan."
IN WITNESS WHEREOF, the Company has caused these presents to be
executed by its duly authorized officers this ____ day of
_________________ 1996.
GREAT WESTERN FINANCIAL CORPORATION
By ________________________________
By ________________________________