Executive Life Insurance Plan

SENIOR
------
EXECUTIVE LIFE INSURANCE PLAN
-----------------------------
OF H. F. AHMANSON & COMPANY
---------------------------


(Effective as of September 1, 1993)


TABLE OF CONTENTS
-----------------
PAGE
---- PREAMBLE 1


ARTICLE 1 1


INCORPORATION OF EXECUTIVE LIFE INSURANCE PLAN;
DEFINITIONS 1


1.1 Incorporation of Executive Life Insurance Plan 1


1.2 Definitions 1


ARTICLE 2 3


MODIFICATIONS OF EXECUTIVE LIFE INSURANCE PLAN 3


2.1 Participation 3


2.2 Life Insurance Coverage 5


2.3 Disability 6


2.4 Insurance Contract (Policy) and Collateral
Assignment 7


2.5 Interests In Cash Value 8


2.6 Policy Withdrawals and Loans 12


2.7 Surrender or Cancellation of Policy 12


2.8 Continuation or Split of Policy at Retirement 13


2.9 Assignment 14


2.10 Payment of Premiums and Contributions 14


2.11 Form of Death Benefit 15


2.12 Option to Purchase Insurance Policy on
Termination of Employment 15


2.13 Option to Purchase Insurance Policy in Certain
Events 15


2.14 Transfer of Policy to Company 16


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PAGE
---- ARTICLE 3 16


BENEFICIARY DESIGNATION 16


3.1 Designation of Beneficiary 16


ARTICLE 4 17


ADMINISTRATION OF PLAN AND DISPUTES 17


4.1 Administration of Plan 17


4.2 Liability of Administrator 17


4.3 Disputes 17


ARTICLE 5 23


AMENDMENT AND TERMINATION OF PLAN 23


5.1 Amendment and Termination of Plan 23


ARTICLE 6 23


MISCELLANEOUS 23


6.1 Restriction on Assignment 23


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Exhibit 10.18


SENIOR
------
EXECUTIVE LIFE INSURANCE PLAN
-----------------------------
OF H. F. AHMANSON & COMPANY
---------------------------


PREAMBLE
--------


The purpose of this Senior Executive Life Insurance Plan (the "Plan") is to provide life insurance coverage for eligible senior executive employees of H. F. Ahmanson & Company and Affiliated Companies. The Plan will be effective as of September 1, 1993.


ARTICLE 1


INCORPORATION OF EXECUTIVE LIFE INSURANCE PLAN; DEFINITIONS
-----------------------------------------------------------


1.1 Incorporation of Executive Life Insurance Plan. Except as
---------------------------------------------- otherwise expressly provided herein, the terms of this Plan shall be the same as the Executive Life Insurance Plan of H. F. Ahmanson & Company, as amended from time to time, which is hereby incorporated herein by reference.


1.2 Definitions. When used herein, the following words shall have the
----------- following meanings unless the context indicates otherwise:


Agreement. "Agreement" means a Senior Executive Life Insurance Plan
--------- Agreement entered into by the Company and the Participant to provide for participation by the Participant in the Plan.


Change in Control. "Change in Control" means a "Change in Control" as
----------------- used in the SSERP and the SERP.


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Credited Service. "Credited Service" means "Credited Service" as such
---------------- term is used in the SSERP and the SERP.
Effective Date. "Effective Date" means September 1, 1993.
--------------
Eligible Employee. "Eligible Employee" means an employee who is a
----------------- participant in the SSERP.
Executive Life Insurance Plan. "Executive Life Insurance Plan" means
----------------------------- the Executive Life Insurance Plan of H. F. Ahmanson & Company, as amended from time to time.
Insurance Company. "Insurance Company" means an insurance company
----------------- selected by the Company to provide coverage for Participants pursuant to the terms of the Plan.


Participant. "Participant" means an Eligible Employee who has
----------- completed the underwriting requirements of the insurance company and who is notified in writing by the Company that he or she is participating in this Plan. Any person who becomes a Participant in this Plan shall no longer participate in the Executive Life Insurance Plan, except as expressly provided for in this Plan.


Plan. "Plan" means this Senior Executive Life Insurance Plan, as set
---- forth in this document and as the same may be amended, administered or interpreted from time to time, and includes any Policies hereunder.


Policy. "Policy" means a policy or policies providing life insurance
------ coverage under this Plan.


Retirement Date or Retirement. "Retirement Date" or "Retirement" means
----------------------------- a "Retirement Date" or "Retirement" as such


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terms are used in the SSERP and the SERP, on which the Participant commences to receive retirement benefits under the SSERP.


Senior Supplemental Executive Retirement Plan or SSERP. "Senior
------------------------------------------------------ Supplemental Executive Retirement Plan" or "SSERP" means the Senior Supplemental Executive Retirement Plan of H. F. Ahmanson & Company, as amended from time to time.


Supplemental Executive Retirement Plan or SERP. "Supplemental
---------------------------------------------- Executive Retirement Plan" or "SERP" means the Supplemental Executive Retirement Plan of H. F. Ahmanson & Company, as amended from time to time.


Surviving Spouse. "Surviving Spouse" means an individual who is a
---------------- surviving spouse eligible for any death benefit under the HFA Retirement Plan.


Termination of Employment. "Termination of Employment" means a
------------------------- "Termination of Employment" as such term is used in the SSERP and the SERP.
Other capitalized terms used in this Plan shall have the same meaning as in the Executive Life Insurance Plan.


ARTICLE 2


MODIFICATIONS OF EXECUTIVE LIFE INSURANCE PLAN
----------------------------------------------
2.1 Participation. Except as provided herein, the provisions of
------------- Article II of the Executive Life Insurance Plan shall apply to participation in this Plan.


(a) Participation. Any Eligible Employee may enroll in this Plan by
------------- completing the underwriting requirements


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of the insurance company and any other enrollment steps required by the Company for coverage to begin. An Eligible Employee shall become a Participant in the Plan when he or she enters into a Senior Executive Life Insurance Plan Agreement with the Company which provides for his or her participation in the Plan, and files an election under Section 83(b) of the Code with the Internal Revenue Service and California Franchise Tax Board. Coverage under this Plan shall not commence, and no transfer of any Policy to the Participant shall be effective, until the Participant files such election.


(b) Insurability. Eligible Employees are not automatically entitled
------------ to all insurance coverage offered under the Plan. Each Eligible Employee will be covered up to the amount of guarantee issue determined by the Insurance Company, but must satisfy the Insurance Company's requirements for obtaining additional insurance before he or she becomes covered for additional amounts under the Plan.


(c) Commencement of Coverage. Subject to the limitations of this
------------------------ Section 2.1, (i) an Employee who is an Eligible Employee on September 1, 1993 will be covered under the Plan as of September 1, 1993, and (ii) any other Eligible Employee will be covered under the Plan when coverage is approved by the Insurance Company.


(d) Increases in Coverage. When a Participant's Annual Base Salary
--------------------- is increased, the amount of his or her life insurance coverage under this Plan will automatically increase immediately, except as provided in this Section 2.1(d). A


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Participant who (i) is age sixty (60) or over or (ii) receives an increase of more than ten percent (10%) in Annual Base Salary in any Plan Year may be required to satisfy the Insurance Company's requirements for obtaining additional insurance before he or she becomes covered for an additional amount of insurance under the Plan. In such event, a Participant's coverage under the Plan will be limited to the coverage issued by the Insurance Company.


(e) Declining Coverage. An Eligible Employee may decline coverage
------------------ under the Plan. However, any such Eligible Employee will be required to satisfy the Insurance Company's requirements for obtaining insurance before he or she may become covered under the Plan at a later date.


2.2 Life Insurance Coverage. Section 3.1 of the Executive Life
----------------------- Insurance Plan is modified as provided herein.


(a) Amount of Insurance Under Executive Life Insurance Plan
------------------------------------------------------- During Employment. The Participant will have the same amount of life insurance - ----------------- coverage which is payable under Section 3.1(a) of the Executive Life Insurance Plan. No additional death benefit will be payable on account of any interest of the Participant in the cash value of the Policy in the event of the Participant's death during employment with the Company.


(b) Amount of Insurance Under Executive Life Insurance Plan After
------------------------------------------------------------- Retirement or Termination of Employment After Completing 15 Years of Credited - ----------------------------------------------------------------------------- Service. After his or her Retirement Date (or following Termination of - ------- Employment after completing 15 years of Credited Service), the Participant will


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have the same amount of life insurance coverage which is payable under Section 3.1(b) of the Executive Life Insurance Plan.


(c) Additional Amount of Insurance Based On Formula After
----------------------------------------------------- Retirement Date or Termination of Employment After Completing 15 Years of - ------------------------------------------------------------------------- Credited Service. After his or her Retirement Date (or following Termination of - ---------------- Employment after completing 15 years of Credited Service), a Participant will have additional life insurance coverage determined based on Schedule A to his Agreement under this Plan. This additional amount of life insurance will only be payable if a Participant dies after his or her Retirement Date (or following Termination of Employment after completing 15 years of Credited Service) and has a Surviving Spouse.


(d) Additional Amount of Insurance Based On Participant's Cash
---------------------------------------------------------- Value After Retirement Date or Termination of Employment After Completing 15 - ---------------------------------------------------------------------------- Years of Credited Service. After his or her Retirement Date (or following - ------------------------- Termination of Employment after completing 15 years of Credited Service), a Participant will have additional life insurance coverage equal to the Participant's remaining interest in cash value (which has not previously been withdrawn) at the time o ...