EXHIBIT EX-10.19
__________________________
TRANSAMERICA DEFERRED COMPENSATION PROGRAM
DIRECTOR ELECTION TO DEFER 1994 COMPENSATION
Please complete the following. If you desire more than one term of deferral
or more than one payment option, separate election forms and special
administration are required. Please request an additional form or make a
copy of this form and complete and return the two forms at the same time.
Thank you.
(Must be completed and signed by both director and company on or
before December 30, 1993. For individuals first elected to the
Board after January 1, 1994, must be completed and signed by both
director and company on or before the 30th calendar day after the
date of election to the Board. A copy of the fully executed
election must be received by the Director of Compensation of
Transamerica Corporation by December 30, 1993, or, in the case of
new directors, by the fifth business day after the election form
is executed.)
I. 1994 DEFERRAL AMOUNT
I elect to defer the following in accordance with the Transamerica
Deferred Compensation Policy (attached):
____ A. 100% of my 1994 annual retainer, less any required statutory
deductions, or
____ B. 100% of my 1994 retainer for serving as a committee chairman, or
____ C. 100% of my 1994 meeting fees, or
____ D. All of those marked, above, or
____ E. $____________ of my 1994 annual retainer.
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If you participate in the Transamerica Health Care Plan for Outside
Directors and have elected to defer all or most of your retainer, please
complete the following:
____ I elect to have my health care contributions (if any) deducted
before my deferral, and wish the net amount of my retainer to be
deferred.
____ I elect to pay my health care contributions (if any) by check each
quarter, and wish the full amount of my retainer to be deferred.
I understand that the minimum dollar amount that may be deferred is
$5,000, and that if my election above would result in less than this
amount being deferred, my election shall be null and void.
II. 1994 DEFERRAL PERIOD
I wish my deferral to be withheld from my retainer and/or fees during
the following months (all periods begin on the first and end on the last
day of the month specified):
____ A. Between January and December (inclusive)
____ B. Between _______________ and ______________ (inclusive)
(month) (month)
I understand that the amount that I have elected to defer will be
deferred ratably during 1994 or during the months specified above.
Each amount deferred will be credited to my deferral account as of
the last day of each month.
III. TERM OF DEFERRAL
I elect to defer the amount stated in Section I, above, for
__________________ years.
(enter # of years)
In accordance with the terms of the Policy, the term of deferral will
determine the interest rate at which earnings will be credited to the
deferral account. The term of deferral is measured in calendar years
only (in the case of new directors, the December 31 of the individual's
year of election is deemed to be the end of his or her first calendar
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year). Examples of terms of deferral and interest rates for deferrals
for 1994 are shown in the table below.
Term of
Deferral Interest Earliest
in Years Rate* Distribution Date
________ ________ _____________________
3 10-year 1st business day 1997
Treasury Note
5 Moody's +2% 1st business day 1999
8 Moody's +3% 1st business day 2002
10 Moody's +3% 1st business day 2004
Note: There is no limitation on the term of deferral you may
elect.
*See Section 4 of the attached policy for specific rules
regarding credited interest rates.
IV. PAYMENT OPTIONS
I elect to have my deferral account payable as follows. Payment will be
made or commenced on the first business day of the calendar year
following the end of the term of deferral. If an installment method of
payment is selected, each annual installment payment will be made on the
first business day of the calendar year.
____ A. Lump sum
____ B. _________________________ annual payments
(# of payments, up to 20)
V. BENEFICIARY DESIGNATION
I hereby designate the following as my beneficiary to whom my deferral
account shall be paid in the event of my death. (If you want to
designate more than one beneficiary, or secondary beneficiar(ies) as
well as primary beneficiar(ies), please attach an additional page to
this election form.)
Name of Beneficiary: _________________________________________
Relationship to you: _________________________________________
Social Security No.: _________________________________________
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Address: _____________________________________________________
_____________________________________________________
(If you are married at the time of your death and you have designated
someone other than your spouse as your beneficiary, your beneficiary
designation will be ineffective (and your deferral account will instead
be paid to your spouse upon your death) unless your spouse consents to
the designation by signing and dating below.)
Spousal consent:
I agree to the beneficiary designation above. I understand that
my spouse's designation of someone else as a beneficiary means
that I will not be entitled to receive any payment of my spouse's
deferral account upon my spouse's death, and I hereby relinquish
any interest I have in the account.
Date: ________________ ____________________________________
Spouse's signature
____________________________________
Print Spouse's name
I, the undersigned director, hereby agree to all of the terms and conditions
of the Transamerica Deferred Compensation Policy.
Signed: _______________________________ __________________
(director) (date)
Agreed to and accepted:
TRANSAMERICA CORPORATION
By:______________________________ __________________
(date)
Title: __________________________
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