AMENDMENT NUMBER ONE
TO THE
FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES INVESTMENT INCENTIVE PLAN
WHEREAS, pursuant to a Stock Purchase Agreement (the Agreement), dated as of
December 16, 1994, among Fremont Compensation Insurance Company, the ("Buyer"),
Fremont General Corporation ("Fremont"), Casualty Insurance Company ("CIC"), The
Buckeye Union Insurance Company (the "Seller") and The Continental Corporation
("Continental"), the Buyer purchased all outstanding shares of stock of CIC from
the Seller;
WHEREAS, under the terms of the Agreement, effective as of February 22, 1995,
the "Closing Date," employees of CIC and its subsidiary, Workers' Compensation
and Indemnity Company of California ("WCIC"), ceased to be active participants
in The Incentive Savings Plan of The Continental Corporation (the "Continental
Plan"), and became eligible to participate in the Fremont General Corporation
and Affiliated Companies Investment Incentive Plan (the "Fremont Plan");
WHEREAS, under the terms of the Agreement, service with the Seller, CIC or WCIC
shall be credited for purposes of eligibility and vesting under the Fremont
Plan;
WHEREAS, pursuant to the Agreement, the accounts of all CIC and WCIC employees
who were participants in the Continental Plan are to be transferred to the
Fremont Plan as soon as practicable after the Closing Date;
WHEREAS, certain provisions in the Continental Plan must be preserved with
respect to Continental Plan accounts transferred to the Fremont Plan;
NOW, THEREFORE, BE IT RESOLVED: That, effective as of February 22, 1995, and
notwithstanding anything in the Fremont Plan to the contrary, the Fremont Plan
is amended to provide as follows:
(Unless otherwise specified herein, all terms used in this Amendment are as
defined in the Fremont Plan.)
I. PARTICIPATING EMPLOYERS: Effective as of February 22, 1995, Exhibit A to
the Fremont Plan, listing Participating Employers in the Fremont Plan,
shall be amended to include CIC and WCIC.
II. CREDIT FOR SERVICE: Service with the Seller, CIC or WCIC shall be
counted for purposes of determining eligibility and vesting under the
Fremont Plan.
III. LIMITATIONS ON CONTRIBUTIONS: The Administrator shall have the
responsibility for monitoring the Fremont Plan's compliance with the
limitations of Section 401(a) of the Code. The Administrator shall
maintain such records as are necessary to demonstrate the
Fremont Plan's compliance with Section 401(a) of the Code, and shall
have discretionary power to take any and all steps it deems necessary or
appropriate to ensure such compliance, including but not limited to,
restricting the amount of Salary Reduction Contributions by any Fremont
Plan Participant.
IV. VESTING SCHEDULE: The following vesting schedule shall be applicable for
Participants in the Fremont Plan who were hired by the Seller, CIC or
WCIC prior to February 22, 1995:
Years of Service Vested Percentage
------------------ -----------------
Less than 1 year 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 years or more 100%
V. AFTER TAX CONTRIBUTIONS: After tax contributions are not permitted under
the Fremont Plan; however, after tax contribution accounts under the
Continental Plan which are transferred to the Fremont Plan shall be
maintained and distributed in accordance with the terms of the Fremont
Plan, as modified by this Amendment.
VI. SPECIAL WITHDRAWALS: Once in any twelve consecutive month period a
Participant may, by written request addressed to the Plan Administrator,
withdraw funds from his or her Continental Plan after tax account and
the vested portion of his or her Continental Plan company contribution
account. The minimum withdrawal amount under this Section is $1,000,
unless the Participant requests withdrawal of the total value of the
Participant's Continental Plan after tax account, or unless the
Participant requests withdrawal of the total value of the Participant's
combined Continental Plan after tax account and the vested portion of
the Participant's Continental Plan company contribution account.
Withdrawals pursuant to this Section must be made first from the
Participant's after tax account, until exhausted, and then from the
vested portion of the Participant's Continental Plan company
contribution account.
VII. NORMAL RETIREMENT AGE: The Normal Retirement Age for Participants
employed by the Seller, CIC or WCIC prior to January 1, 1988 shall be
age 60. The Normal Retirement Age for all other Fremont Plan
Participants shall be age 65.
Dated: July 12, 1995 FREMONT GENERAL CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-------------------------
Xxxxxxx X. Xxxxxx
2
AMENDMENT NUMBER TWO
TO THE
FREMONT GENERAL CORPORATION
AND AFFILIATED INVESTMENT INCENTIVE PLAN
Effective as of January 1, 1995, the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan is amended as follows:
FIRST: Section 3.1 is restated in its entirety, to read as follows:
"3.1 PARTICIPATION:
(a) Each Employee, except Employees employed by an Affiliated Company
which is not a Participating Employer, Leased Employees, Temporary
Employees, and Union Employees may commence participation in the Plan on
the Entry Date following his or her date of hire.
(b) For purposes of this Section, the following definitions shall
apply:
(i) TEMPORARY EMPLOYEES - Employees hired on a temporary or
seasonal basis who is classified as such in the records of the
Employer.
(ii) UNION EMPLOYEES - Employees included in a unit of Employees
covered by a collective bargaining agreement between the Employer and
"Employee representatives" if retirement benefits were the subject of
good faith bargaining and if two percent or less of the Employees who
are covered pursuant to that agreement are professionals as defined in
Treasury Regulations Section 1.410(b)-9. For this purpose, the term
Employee representatives does not include any organization more than
half of whose members are Employees who are owners, officers or
executives of the Employer."
SECOND: Paragraph (a) of Section 14.4 is amended in its entirety, to read as
follows:
"(a) If the vesting schedule for Matching and Discretionary
Contributions in Section 6.1 results in vesting which is slower, in
any respect, than the vesting schedule set forth below, then for any
Plan Year in which the Plan is Top-Heavy, the following vesting
schedule shall apply to any such Matching and/or Discretionary
Contributions made for that Plan Year:
Years of Service Vested Percentage
----------------- -----------------
Less than 1 year 0%
1 but less than 2 10%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 years or more 100%
The Top-Heavy vesting schedule shall also apply to any subsequent Plan Years
unless the Employer amends the Plan to provide for a vesting schedule which is
more rapid than the one in this Section."
Dated: July 12, 1995 FREMONT GENERAL CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-------------------------------
Xxxxxxx X. Xxxxxx
2
AMENDMENT NUMBER THREE
TO THE
FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES INVESTMENT INCENTIVE PLAN
Effective as of January 1, 1997, Paragraph (a) of Section 4.1 of the
Fremont General Corporation and Affiliated Companies Investment Incentive Plan
is amended in its entirety to read as follows:
"(a) An eligible Employee may elect, in writing on a form prescribed by
the Administrator, to have up to 15% of Compensation from each payroll period
contributed to his or her Salary Reduction Contributions Account; provided,
however, in no event shall the dollar amount for any taxable year exceed $7,000,
as adjusted annually by the Adjustment Factor. A Participant may elect to
increase, discontinue or decrease Salary Reduction Contributions by making a new
election with the Administrator in such a manner as the Administrator shall
specify during such reasonable period of time as the Administrator shall
specify, but in no event less frequently than once each calendar year."
Dated: December 30, 1996 FREMONT GENERAL CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-----------------------
Xxxxxxx X. Xxxxxx
SUMMARY OF MATERIAL MODIFICATIONS
TO THE
FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES INVESTMENT INCENTIVE PLAN
PLAN SPONSOR: Fremont General Corporation
EIN: 95-28 15260
PLAN NO: 002
Effective as of January 1, 1997, the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan is amended to provide that Salary
Reduction Contribution elections are not subject to a minimum amount.
