EXHIBIT 10.46
AMENDMENT NO. 1996-2
TO SENIOR OFFICERS'
DEFERRED COMPENSATION PLAN
This Amendment No. 1996-2 is made to the Great Western Financial
Corporation Senior Officers' Deferred Compensation Plan (1992 Restatement) (the
"Plan"). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Plan.
WHEREAS, the Company has determined that it is in its best interest
and that of its stockholders to amend the Plan as set forth herein;
NOW THEREFORE, the Plan is amended as follows:
1. Section 2.4 of the Plan is amended in its entirety to read as
follows:
2.4 Change in Control. A "Change in Control" shall be deemed to
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have occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(i) any Person (as defined below) is or becomes the Beneficial
Owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934 (the "Exchange Act")), directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company or its
affiliates) representing 25% or more of either the then outstanding
shares of common stock of the Company or the combined voting power of
the Company's then outstanding securities, excluding any Person who
becomes such a beneficial owner in connection with a transaction
described in clause (A) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on December 10, 1996, constitute the Board and any
new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on December 10, 1996,
or whose appointment, election or nomination for election was
previously so approved; or
(iii) there is consummated a merger or consolidation of the
Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or
(B) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by
such Person any securi-
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ties acquired directly from the Company or its subsidiaries)
representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions.
For purposes of this Section 2.4, "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, direct-
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ly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.
2. Article II of the Plan is amended by renumbering Sections 2.19
through 2.22 as Sections 2.21 through 2.23, respectively.
3. Article II of the Plan is amended by inserting the following as a
new Section 2.19:
2.19 A "Potential Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(A) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(B) the Company or any Person publicly announces an intention
to take or to consider taking actions which, if consummated, would
constitute a Change in Control;
(C) any Person becomes the beneficial owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates) representing 15% or more
of either the then outstanding shares of common stock of the Company
or the combined voting power of the Company's then outstanding
securities;
(D) the filing with the Federal Home Loan Bank Board and/or the
FSLIC or their
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successor of an application for Change in Control; or
(E) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has
occurred.
4. Article II of the Plan is amended by inserting the following as a
new Section 2.20:
2.20 A "Potential Change in Control Period" shall commence upon
the occurrence of a Potential Change in Control and shall end six
months following the earlier to occur of (i) a Change in Control and
(ii) the date on which such Potential Change in Control ceases to
exist (whether by resolution of the Board or otherwise).
5. Section 4.6(b) of the Plan is amended in its entirety to read as
follows:
(b) Matching Contributions. A Participant shall be vested in
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the Employer matching contributions credited to his Account pursuant
to Section 4.4 to the same extent as his matching contribution account
is vested under the Company's Savings Plan; provided, however, that
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upon the occurrence of a Change in Control, all such Employer matching
contributions shall become fully vested; and provided, further, that
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all such Employer matching contributions shall become fully vested
if, during a Potential Change in Control Period, such Participant's
employment with the Company is terminated by the Company without
cause or by the Participant under circumstances that would entitle
such individual to terminate his or her employment and receive
severance benefits under
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(i) if the Participant is a member of the Executive Management
Committee, his or her employment agreement or (ii) if the Participant
is not a member of the Executive Management Committee, the Company's
Special Severance Plan, whether or not such Participant is party to
such Plan. Subject to the provisions of the immediately preceding
sentence, any unvested portion of Employer matching contributions, and
earnings thereon, shall be forefeited at the same time as the
Participant's forfeiture occurs under the Savings Plan. Forfeitures
under this Plan shall not be reallocated to other Participants.
6. Section 9.3 of the Plan is amended in its entirety to read as
follows:
9.3 Change in Control. During a Potential Change in Control
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Period and for the two (2) year period following the occurrence of a
Change in Control, not withstanding any other provisions of this Plan,
the following provisions shall apply:
(a) The Plan may not be terminated without the prior written
consent of two-thirds (2/3) of those individuals who were Participants
or Beneficiaries as of December 10, 1996.
(b) The Plan may not be amended without the prior written consent
of two-thirds (2/3) of those individuals who were Participants or
Beneficiaries as of December 10, 1996, if such amendment would be
adverse to the interests of such Participants or Beneficiaries
(including, without limitation, any reduction of pay-
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ments already due or being paid under the Plan).
(c) If a Participant is receiving benefits under this plan, is
eligible for Retirement, is disabled, or dies prior to Retirement
during such period, then no prospective change may be made that would
reduce or delay his payments.
(d) For all Participants not described in (c) above, if such
Participant's employment with the Company is terminated by the Company
without cause or by the Participant under circumstances that would
entitle such Participant to terminate his employment and receive
severance and other benefits under (i) if the Participant is a member
of the Executive Management Committe, his employment agreement or (ii)
if the Participant is not a member of the Executive Management
Committee, the Company's Special Severance Plan, whether or not such
Participant is a participant in such Plan, then such Participant shall
be entitled but not required to complete any Deferral Commitment, no
change shall be made in Plan crediting rates, he shall be entitled to
the enhanced rates provided in Section 5.1(a) regardless of years of
participation and regardless of completion of Deferral Commitments,
and he shall receive benefit payments as elected, regardless of
eligibility for retirement.
7. The Plan is amended by deleting in its entirety Section 9.4
thereof.
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The effective date of this Amendment No. 1996-2 shall be December 10,
1996. Except as herein modified, the Plan shall remain in full force and
effect.
GREAT WESTERN
FINANCIAL CORPORATION
By:/s/ J. Lance Erikson
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Executive Vice President,
General Counsel and Secretary
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