EXHIBIT 10.11.1
FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF H. F. AHMANSON & COMPANY
The Supplemental Executive Retirement Plan of H. F. Ahmanson &
Company, which was amended and restated as of July 12, 1994 (the "Plan"), is
hereby amended as follows, effective as of February 6, 1996.
I.
A new Section 3.5 is hereby added to the Plan to read as follows:
"3.5 Employment Agreements. The benefits which are payable under this
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Plan to a Participant or his or her Surviving Spouse or Beneficiary shall be
subject to adjustment (which may increase, but not decrease such benefits) as
provided in any employment agreement between the Company and the Participant
which is in effect as of the date of the Participant's Termination of Employment
for any reason."
II.
Section 5.1(b) of the Plan is hereby amended to read as follows:
"5.1(b) Vesting and Credited Service.
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[Intentionally Omitted]"
III.
Sections 5.3 through 5.6 of the Plan are hereby amended to read as
follows:
"5.3 Change in Control. For purposes of this Article V, a "Change in
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Control" shall mean:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five
percent (25%) or more of either (A) the then outstanding shares of common stock
of the Sponsor (the "Outstanding Employer Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Sponsor entitled
to vote generally in the election of directors (the "Outstanding Employer Voting
Securities"); provided, however, that for purposes of this clause (i), the
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following acquisitions shall not constitute a Change in Control: (w) any
acquisition directly from the Sponsor, (x) any acquisition by the Sponsor, (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Sponsor or any corporation controlled by the Sponsor or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of clause (iii) of this Section 5.3(a); or
(ii) individuals who, as of the date hereof, constitute the Board
(the Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent
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to the date hereof whose election, or nomination for election by the Sponsor's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Sponsor (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the Persons who were the
beneficial owners, respectively, of the Outstanding Employer Common Stock and
Outstanding Employer Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent
(50%) of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Sponsor or all or
substantially all of the Sponsor's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Employer
Common Stock and Outstanding Employer Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Sponsor or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, twenty-five percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) approval by the stockholders of the Sponsor of a complete
liquidation or dissolution of the Sponsor; or
(v) when, after an Affiliated Company which employs the Participant
is acquired (as defined in Section 5.4 hereof), the Participant ceases to be
employed (as defined in Section 5.6 hereof) on a full-time basis by the Sponsor
or any Company in connection with or as a result of such acquisition; provided
that a Change in Control shall occur only for such
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Participant under this Section 5.3(v). For purposes of Section 5.3(v), a Company
other than the Sponsor shall be considered to be acquired as of the effective
date of any sale, reorganization, merger, consolidation, liquidation or similar
transaction involving the Sponsor or such Company, if as a substantial element
of such transaction (a) all or substantially all the business of such Company
will be terminated or transferred out of such Company or (b) (i) the Sponsor
will cease to own, directly or indirectly, or (ii) the owners of the Sponsor's
voting securities immediately prior to the commencement of such transaction will
cease to own, directly or indirectly, as a result of having owned such
securities, securities representing a majority of the combined voting power of
the then outstanding securities of such Company or the entity that then owns,
directly or indirectly, such Company or all or substantially all its operating
assets.
5.5 Transactions.
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[Intentionally Omitted]
5.6 Cease to be Employed. For purposes of Section 5.3(v) hereof, a
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Participant shall "cease to be employed" by the Sponsor or a Company when he has
a Termination of Employment, unless he (a) voluntarily terminates his employment
without the consent of the Sponsor or the Company employing him or (b) his
employment is terminated for misconduct (including but not limited to
dishonesty, fraud or disclosure of confidential information)."
IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be executed this 18th day of March, 1997, effective as of February 6,
1996.
H. F. AHMANSON & COMPANY
By /s/ Madeleine Kleiner
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Title: Senior Executive Vice President
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