The Companys Supplemental Retirement Plan

ASSOCIATES CORPORATION OF NORTH AMERICA
SUPPLEMENTAL RETIREMENT INCOME PLAN 2
ASSOCIATES CORPORATION OF NORTH AMERICA


SUPPLEMENTAL RETIREMENT INCOME PLAN


EFFECTIVE: JANUARY 1, 1979
AS AMENDED AND RESTATED DECEMBER 15, 1981
AS AMENDED JANUARY 1, 1984 3
TABLE OF CONTENTS


Page
---- ARTICLE I - Purpose I-1
ARTICLE II - Definitions and Construction

2.1 Definitions II-1

Actuarial Equivalent II-1
Average Monthly Compensation II-1
Benefit II-1
Board of Directors II-1
Committee II-1
Company II-1
Compensation II-1
Disability II-2
Effective Date II-2
Employers II-2
Normal Retirement Date II-2
Participant II-2
Pension Equivalent II-2
Plan II-2
Plan Administrator II-2
Plan Year II-2
Primary Social Security Benefit II-2
Qualified Plan II-3
Qualified Plan Benefit II-3
Retirement II-3
Service II-3

2.2 Construction II-4
ARTICLE III - Eligibility and Participation

3.1 Employees Eligible to Participate III-1

3.2 Action by Compensation Committee III-1

3.3 Selection of Participants III-2
ARTICLE IV - Provisions for Benefits

4.1 Amounts Provided by Employers IV-1

4.2 Payment of Benefit IV-1 4
Page
---- ARTICLE V - Requirements for Retirement Benefits

5.1 Normal Retirement V-1

5.2 Deferred Vested Benefit V-1
ARTICLE VI - Amount of Retirement Benefits

6.1 Normal Retirement Benefit VI-1

6.2 Deferred Vested Benefit VI-1
ARTICLE VII - Other Forms of Payment

7.1 Optional Joint and Survivor Options VII-1

7.2 Other Benefits Cancelled by Option VII-2

7.3 Survivorship Benefit VII-2
ARTICLE VIII - Administration

8.1 Appointment of Committee VIII-1

8.2 Committee Procedures VIII-1

8.3 Committee Powers and Duties VIII-1

8.4 Unclaimed Benefits VIII-3

8.5 Competitive Employment VIII-3
ARTICLE IX - Adoption by Other Organizations

9.1 Procedure for Adoption IX-1

9.2 Right of Company to Terminate Adoption
by Subsidiary IX-2
ARTICLE X - Miscellaneous Provisions

10.1 Amendment, Termination, Etc. X-1

10.2 Nonguarantee of Employment X-1

10.3 Nonalienation of Benefits X-1

10.4 Liability X-2 5
ARTICLE I


Purpose


The purpose of this Plan is to retain key executives by providing retirement income an a supplement to compensation and employee benefits otherwise payable to selected executive employees of Associates Corporation of North America and its subsidiaries who are expected to contribute materially to the success of the Company's business by their ability, ingenuity, and industry.


The Plan was adopted effective January 1, 1979 and as amended and restated herein shall continue in effect in accordance with the terms hereof with all the provisions hereof being effective as of the date first adopted.


I-1 6
ARTICLE II


Definitions and Construction


2.1 Definitions: Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:


(a) Actuarial Equivalent: Equality in value of the
aggregate amounts expected to be received under different forms of
payment, based upon actuarial assumptions, mortality tables and
interest rates as adopted by the Committee from time to time for such
purposes.


(b) Average Monthly Compensation: The result obtained by
dividing the total Compensation paid to a Participant during the five
(5) Plan Years within the last ten (10) completed Plan Years as a
Participant which yield the highest Average Compensation by 60, or, in
the event the Participant had fewer than five (5) Plan Years of
Service credited, by the actual number of months during such Plan
Years as a Participant in which Compensation was paid.


(c) Benefit: A series of monthly amounts which are
payable to a person who is entitled to receive payments under the
Plan.


(d) Board of Directors: The duly elected and serving
Board of Directors of the Company or any duly authorized Executive
Committee of that Board.


(e) Committee: The persons appointed in accordance with
Article VIII to administer the Plan.


(f) Company: Associates Corporation of North America, a
corporation organized and existing under the laws of the State of
Delaware, or its successor or successors.


(g) Compensation: The total remuneration paid to, or
contingently or irrevocably credited or set aside for, a Participant
for a calendar year by an Employer for personal services rendered,
including base salaries and bonuses, paid sick days and paid vacation
days taken, but excluding moving expenses, severance pay, accrued
vacation paid upon terminating employment, payments under


II-1 7
long term disability insurance and the value of any fringe benefits
such as life, medical, disability, or hospitalization insurance
premiums and Employer contributions allocated to a Participant under
any pension or profit sharing plan of an Employer which qualifies
under Section 401(a) of the Internal Revenue Code.


(h) Disability: A physical or mental condition which, in
the judgment of the Committee, based on medical evidence satisfactory
to the Committee, prevents a Participant from performing the functions
of the job held by such Participant immediately preceding the onset of
such condition.


(i) Effective Date: January 1, 1979.


(j) Employers: The Company, Associates First Capital
Corporation and each of the respective subsidiaries of either of them
which have adopted the Plan in accordance with Article IX hereof.


(k) Normal Retirement Date: The sixty-second (62nd)
birthday of a Participant.


(l) Participant: An eligible executive employee of an
Employer who has been selected to participate and is participating in
the Plan in accordance with the provisions of Article III hereof.


(m) Pension Equivalent: The monthly amount of retirement
benefits payable from any other plan intended to be qualified under
Section 401(a) of the Internal Revenue Code, other than one sponsored
by the Employers, computed as if such amount were payable in the form
of a single life pension commencing at age 62, regardless of whether
such benefits have been applied for.


(n) Plan: The Associates Corporation of North America
Supplemental Retirement Income Plan set forth herein, as amended from
time to time.


(o) Plan Administrator: Such person or persons as
designated by the Committee, which shall be the Committee unless and
until it designates such other person or persons.


(p) Plan Year: The twelve (12) month period beginning on
January 1st and ending on December 31st.


(q) Primary Social Security Benefit: The monthly amount
available to the Participant at age sixty-five (65), or if Social
Security payments are commenced


II-2 8
earlier at Retirement, then such amount available at Retirement, under
the provisions of Title II of the Social Security Act at the time of
his termination of employment (or age sixty-two (62), if earlier),
without regard to any increases in the wage base or benefit levels
that take effect after the date of termination of employment; provided
that (1) if a Participant terminates employment prior to age sixty-two
(62), his Primary Social Security Benefit shall be estimated by
assuming continuation of his Compensation until age sixty-two (62) at
the same rate as in effect at termination of employment, or (2), if a
Participant terminates employment because of disability and qualifies
for a Disability Insurance Benefit under the Social Security Act, his
Primary Social Security Benefit shall be the monthly amount payable as
a Disability Insurance Benefit.


(r) Qualified Plan: Any employees' pension or profit
sharing plan of Associates Corporation of North America, as amended
from time to time, which plan is intended to be qualified within the
meaning of Section 401 of the Internal Revenue Code of 1954, as
amended from time to time.


(s) Qualified Plan Benefit: The monthly amount payable in
the form of a single life annuity under any Qualified Plan on the
basis of the accrued benefit (which shall have the meaning prescribed
in the Employee Retirement Income Security Act of 1974, except that
for a defined contribution plan only the aggregate employer
contribution shall be used) as of the date the payment of Benefits
commenced hereunder computed either: (i) if the Participant did not
commence the payment under such Qualified Plan at Retirement, as if
the Qualified Plan Benefit commenced at the normal retirement date
provided under each such Qualified Plan without reduction for early
commencement or other options provided under such Qualified Plan or
(ii) it the Participant commences payment under such Qualified Plan at
Retirement hereunder, then the amount payable at such Retirement
without giving effect to any options (except the early commencement,
it any).


(t) Retirement: Termination of employment for reasons
other than death with all Employers on or after Normal Retirement
Date.


(u) Service: A period of continuous employment of a
Participant with an Employer commencing on the effective date of such
Participant's last perio ...