The Companys Excess Benefits Plan

EXCESS BENEFIT PLAN
OF
ASSOCIATES FIRST CAPITAL CORPORATION 2
EXCESS BENEFIT PLAN


OF


ASSOCIATES FIRST CAPITAL CORPORATION


INTRODUCTION


This Excess Benefit Plan has been authorized by the Board of Directors and is effective as of November 1, 1989 and is amended and restated effective January 1, 1994. The Plan is designed to restore benefits and/or contributions which were or will be limited (i) by application of the limitations imposed on qualified plans by Section 415 and by Sections 401(a)(17) and 414(s) of the Internal Revenue Code of 1986, as amended, or any successor or substitute provisions and (ii) because of deferral of compensation pursuant to the Company's deferred compensation plans.


All benefits payable under this Plan shall be paid out of the general assets of the Company. The Company may establish and fund a trust in order to aid it in providing benefits due under the Plan which shall be a general asset of the Company available to all creditors.


The Plan is intended to constitute both an "excess benefit plan" as such term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 ("ERISA") and an unfunded deferred compensation arrangement in each case for a select group of management or highly compensated employees and therefore exempt from the requirements of Sections 201, 301, and 401 of ERISA. 3
TABLE OF CONTENTS


ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-


ARTICLE 2. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-


ARTICLE 3. AMOUNT AND PAYMENT OF ADDITIONAL RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . -4-


ARTICLE 4. AMOUNT AND PAYMENT OF SUPPLEMENTAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . -7-


ARTICLE 5. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-


ARTICLE 6. AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17- 4 ARTICLE 1. DEFINITIONS


1.01 "Account" shall mean the account maintained pursuant to Section
4.03 which reflects all amounts credited to a Participant under
Section 4.01 gains, losses and earnings thereon.


1.02 "Additional Retirement Benefit" shall mean the annual payments
payable under Article 3 of this Plan.


1.03 "Board of Directors" shall mean the Board of Directors of
Associates First Capital Corporation.


1.04 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.


1.05 "Committee" shall mean the administrative committee described in
Article 5 of the Plan.


1.06 "Company" shall mean Associates First Capital Corporation, or any
successor by merger, purchase or otherwise, with respect to its
employees; or any other affiliated company authorized by the Board
of Directors to participate in the Plan.


1.07 "Deferred Compensation" shall mean compensation which has been
earned by an Employee, but the actual payment of which has been
deferred to a date beyond the year in which it was earned. 5 1.08 "Effective Date" shall mean November 1, 1989, except where a
different effective date specified with respect to particular
provisions.


1.09 "Employee" shall mean any employee of an Employer who occupies a
position of senior management with an Employer who has been
selected by the Board of Directors, who is participating in the
Pension Plan and/or the Savings Plan and whose benefit under the
Pension Plan and/or whose contributions (by the employee and by the
employer) under the Savings Plan are or have been reduced or
limited as the result of (i) the application of Section 415, (ii)
the application of Sections 401(a)(17) and 414(s), of the Code or
(iii) Deferred Compensation.


1.10 "Employer" shall have the meaning as prescribed in the Pension Plan
and the Savings Plan.


1.11 "Normal Retirement Date" shall mean the Normal Retirement Date as
defined in the Savings Plan and Pension Plan.


1.12 "Participant" shall mean any person included in the Plan as
provided in Article 2.


1.13 "Pension Plan" shall mean the Associates First Capital Corporation
Pension Plan.


-2- 6 1.14 "Plan" shall mean the Excess Benefit Plan of Associates First
Capital Corporation, as described herein or as hereafter amended.


1.15 "Savings Plan" shall mean Associates First Capital Corporation
Retirement Savings and Profit Sharing Plan, as amended from time to
time or any successor plan.


1.16 "Supplemental Contributions" shall mean the contributions credited
under Article 4 of this Plan.


1.17 "Valuation Date" shall mean the date or dates so defined under the
Savings Plan.


ARTICLE 2. PARTICIPATION


2.01 Eligibility


(a) Every Employee in the employ of the Company on November 1, 1989
shall become a Participant of the Plan on the Effective Date.


(b) Every other Employee of the Company shall become a Participant of
the Plan on the first day of the calendar month coincident with or
next following the date he or she becomes an Employee.


-3- 7 (c) Each newly eligible Employee will, as a condition for accruing a
benefit under this Plan, complete and file with the Committee such
form or forms as may be prescribed by the Committee and furnish any
other information or documents required by the Committee within 3O
days of becoming eligible to participate in the Plan.


2.02 Termination of Participation


A Participant's participation in the Plan shall terminate upon the
Participant's death or termination of employment with the Company
unless a benefit is payable with respect to the Participant, his
surviving spouse or his beneficiary under the Pension Plan and/or
the Savings Plan and (a) the benefit payable would be reduced or
limited as a result of (i) the application of Section 415 of the
Code, and (ii) the application of Sections 401(a)(17) and 414(s)
of the Code and/or (b) the Employee has Deferred Compensation in
the years determining the average compensation for purposes of the
Pension Plan.


ARTICLE 3. AMOUNT AND PAYMENT OF ADDITIONAL RETIREMENT BENEFITS


3.01 Amount of Benefit


The annual amount of Additional Retirement Benefit payable with
respect to a Participant under this Plan who is a participant in
the Pension Plan shall be:


-4- 8
(a) The monthly retirement benefit that would be payable
under the Pension Plan under the applicable election in
effect or form of benefit provided thereunder if the
limitations of Section 415 of the Code were not applicable
and, using compensation without reference to any limitations
imposed by Sections 401(a)(17) and 414(s) of the Code and
with such compensation computed including for such purposes
Deferred Compensation in the periods the compensation was
earned without regard to when such Deferred Compensation is
paid, less


(b) the sum of the monthly benefit that is actually payable
to the Participant under the Pension Plan under the election
in effect or form of benefit provided thereunder, the
monthly benefit, if any, that is payable to the Participant
under the Supplemental Retirement Income Plan of Associates
Corporation of North America and any other contractual
retirement benefit payable to the Participant by an Employer
not resulting from Deferred Compensation of the Participant.
The monthly benefit referred to in the preceding sentence is
not intended to include amounts payable from any qualified
or non-qualified savings or profit sharing plan, ESOP, stock
plan, deferred bonus or salary plan, phantom stock or stock
appreciation plan.


-5- 9 3.02 Payment of the Additional Retirement Benefit Amount


Payment of the Additional Retirement Benefit shall begin and be
made at such time and in such amounts as may be determined in the
sole and absolute discretion of the Committee. The Additional
Retirement Benefit amount shall be adjusted to reflect the actual
form of payment chosen under the Pension Plan and shall be the
difference between the hypothetical amount determined under 3.01(a)
for the option or manner in which the benefit is payable and the
amount which is actually payable as provided in 3.01(b) on an
equivalent basis.


3.03 Commencement of Benefit Before Normal Retirement


If a Participant or beneficiary commences his retirement benefit
under the Pension Plan prior to his Normal Retirement Date and the
Committee determines to commence the Additional Retirement Benefit
on the date payments under the Pension Plan commence, the amount of
Additional Retirement Benefit under this Plan shall be reduced in
the same manner and to the same extent as the monthly benefit under
the Pension Plan to reflect early commencement.


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