**Exhibit10.29**

 

**AMNETMORTGAGE, INC.**

** **

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

** **

** **

**EffectiveJanuary 1, 2003**

 

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TABLE OF CONTENTS

 
| ARTICLE I  DEFINITIONS                   |   |
|----------------------------------------------------|--------|
|                                               | 1.1    | “Account(s)” |   |
|                                               | 1.2    | “Benchmark Fund” |   |
|                                               | 1.3    | “Beneficiary” |   |
|                                               | 1.4    | “Benefit(s)” |   |
|                                               | 1.5    | “Board of Directors” or  “Board” |   |
|                                               | 1.6    | “Change in Control” |   |
|                                               | 1.7    | “Code” |   |
|                                               | 1.8    | “Committee” |   |
|                                               | 1.9    | “Company” |   |
|                                               | 1.10   | “Compensation” |   |
|                                               | 1.11   | “Disability” |   |
|                                               | 1.12   | “Discretionary Company  Credit” |   |
|                                               | 1.13   | “Distribution Date” |   |
|                                               | 1.14   | “Effective Date” |   |
|                                               | 1.15   | “Election” |   |
|                                               | 1.16   | “Eligible Individual” |   |
|                                               | 1.17   | “Employer” |   |
|                                               | 1.18   | “In-Service Distribution  Date” |   |
|                                               | 1.19   | “Interest” |   |
|                                               | 1.20   | “Interest Rate” |   |
|                                               | 1.21   | “Ownership Change Event” |   |
|                                               | 1.22   | “Participant” |   |
|                                               | 1.23   | “Plan” |   |
|                                               | 1.24   | “Plan Year” |   |
|                                               | 1.25   | “Service” |   |
|                                               | 1.26   | “Trust” |   |
|                                               | 1.27   | “Trust Agreement” |   |
|                                               | 1.28   | “Trustee” |   |
|                                               | 1.29   | “Year of Service” |   |
|                                               |   |   |   |
| ARTICLE II  ELIGIBILITY                  |   |
|                                               | 2.1    | Eligibility. |   |
|                                               | 2.2    | Commencement of  Participation. |   |
|                                               | 2.3    | Cessation of Participation. |   |
|                                               | 2.4    | Cessation of Eligibility. |   |
|                                               |   |   |   |
| ARTICLE III  DEFERRALS AND CONTRIBUTIONS |   |
|                                               | 3.1    | Discretionary Company  Credits. |   |
|                                               | 3.2    | Calculation  of Discretionary Company Credits. |   |
|                                               | 3.3    | No Withdrawal. |   |

 

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| ARTICLE IV  VESTING                                        |   |
|----------------------------------------------------------------------|--------|
|                                                                 | 4.1    | Vesting of  Participants’ Accounts. |   |
|                                                                 | 4.2    | Vesting Upon Plan  Termination. |   |
|                                                                 |   |   |   |
| ARTICLE V  ACCOUNTS                                        |   |
|                                                                 | 5.1    | Accounts. |   |
|                                                                 | 5.2    | Interest  Credited to Accounts at Least Monthly. |   |
|                                                                 | 5.3    | Determination of  Interest Rate. |   |
|                                                                 |   |   |   |
| ARTICLE VI  BENEFIT DISTRIBUTIONS AND ACCOUNT WITHDRAWALS  |   |
|                                                                 | 6.1    | Benefit Amount. |   |
|                                                                 | 6.2    | Timing of Distributions. |   |
|                                                                 | 6.3    | Distribution  Upon Participant Termination of Service. |   |
|                                                                 | 6.4    | Method of Distribution. |   |
|                                                                 |   | 6.4.1 | Distribution Methods. |   |
|                                                                 |   | 6.4.2 | Installment Amounts. |   |
|                                                                 |   | 6.4.3 | Minimum  Account Balance Necessary for Installments. |   |
|                                                                 | 6.5    | Election of  In-Service Distribution Date. |   |
|                                                                 |   | 6.5.1 | Initial Election. |   |
|                                                                 |   | 6.5.2 | Revocation or  Amendment of Election. |   |
|                                                                 |   | 6.5.3 | Termination  Before the Planned Distribution Date. |   |
|                                                                 |   | 6.5.4 | Termination  After Commencement of Installment In-Service Distributions. |   |
|                                                                 |   | 6.5.5 | Absence of  In-Service Distribution Election. |   |
|                                                                 | 6.6    | Distribution  Upon Death of Participant. |   |
|                                                                 | 6.7    | Distribution  Upon Disability of Participant. |   |
|                                                                 | 6.8    | Distribution  Following Plan Termination. |   |
|                                                                 | 6.9    | Financial Hardship  Withdrawal. |   |
|                                                                 | 6.10   | Limitation  on Distributions to Covered Employees. |   |
|                                                                 | 6.11   | Tax Withholding. |   |
|                                                                 |   |   |   |
| ARTICLE VII  BENEFICIARIES                                 |   |
|                                                                 | 7.1    | Designation of Beneficiary. |   |
|                                                                 | 7.2    | No Designated Beneficiary. |   |
|                                                                 |   |   |   |
| ARTICLE VIII  TRUST OBLIGATION TO PAY BENEFITS             |   |
|                                                                 | 8.1    | Deferrals  Transferred to the Trust. |   |
|                                                                 | 8.2    | Source of Benefit Payments. |   |
|                                                                 | 8.3    | Investment Discretion. |   |
|                                                                 | 8.4    | No Secured Interest. |   |
|                                                                 |   |   |   |
| ARTICLE IX  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION |   |
|                                                                 | 9.1    | Committee Powers  and Responsibilities. |   |

 

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|                               | 9.2    | Decisions of the Committee. |   |
|------------------------------------|--------|-----------------------------|--------|
|                               | 9.3    | Indemnification.            |   |
|                               | 9.4    | Claims Procedure.           |   |
|                               | 9.5    | Plan Amendment.             |   |
|                               | 9.6    | Plan Termination.           |   |
|                               |   |                        |   |
| ARTICLE X  MISCELLANEOUS |   |
|                               | 10.1   | No Assignment.              |   |
|                               | 10.2   | No Secured Interest.        |   |
|                               | 10.3   | Successors.                 |   |
|                               | 10.4   | No Employment Agreement.    |   |
|                               | 10.5   | Attorneys’ Fees.       |   |
|                               | 10.6   | Governing Law.              |   |
|                               | 10.7   | Entire Agreement.           |   |
|                               | 10.8   | Severability                |   |

 

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**AMNETMORTGAGE, INC.**

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

** **

**EffectiveJanuary 1, 2003**

** **

The AMNET MORTGAGE, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”) is adopted effectiveJanuary 1, 2003, by AMNET MORTGAGE, INC., a Maryland corporation (the“Company”), primarily for the purpose of providing additional retirement incomefor a select group of management or highly compensated employees of theCompany.  This Plan is intended to be anunfunded, nonqualified deferred compensation plan.  Plan participants shall have the status of unsecured creditors ofthe Company with respect to the payment of Plan benefits.

 

# ARTICLE I

#  

# DEFINITIONS

#  

Whenever used herein, themasculine pronoun shall be deemed to include the feminine, and the singular toinclude the plural, unless the context clearly indicates otherwise, and thefollowing definitions shall govern the Plan:

 

## 1.1                                 “Account(s)”means the book entry account(s) established under the Plan for each Participantto which are credited the Participant’s Discretionary Company Credits and theInterest with respect thereto.  Accountbalances shall be reduced by any distributions made to the Participant or theParticipant’s Beneficiary(ies) therefrom and any charges that may be imposed onsuch Account(s) pursuant to the terms of the Plan.  Separate Subaccounts may be established to which shall becredited a Participant’s Discretionary Company Credits, which may be made forany Plan Year, if any, and the Interest with respect thereto.  Where Subaccounts have been established,Account shall refer to all of the Participants’ Subaccounts, collectively, asthe context may require.

##  

## 1.2                                 “BenchmarkFund” shall mean one or more of the mutual funds or contracts selected by theCommittee pursuant to Article V.

##  

## 1.3                                 “Beneficiary”means one, some, or all (as the context shall require) of those persons, trustsor other entities designated by a Participant to receive the undistributedvalue of his or her Account following the Participant’s death.

##  

## 1.4                                 “Benefit(s)”means the total vested amount credited to a Participant’s Account orSubaccount.

##  

## 1.5                                 “Boardof Directors” or “Board” means the Board of Directors of the Company.

##  

## 1.6                                 “Change in Control”shall mean an Ownership Change Event or series of related Ownership ChangeEvents (collectively, a “Transaction”) in which the stockholders of the Companyimmediately before the Transaction do not retain immediately after theTransaction, in substantially the same proportions as their ownership of sharesof the Company’svoting stock

 

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## immediately before the Transaction, direct or indirectbeneficial ownership of more than fifty percent (50%) of the total combinedvoting power of the outstanding voting securities of the Company or, in thecase of an Ownership Change Event described in Section 1.21(iii), theentity to which the assets of the Company were transferred (the “Transferee”),as the case may be.  For purposes of thepreceding sentence, indirect beneficial ownership shall include, withoutlimitation, an interest resulting from ownership of the voting securities of oneor more corporations or other business entities which own the Company or theTransferee, as the case may be, either directly or through one or moresubsidiary corporations or other business entities.  The Board shall have the right to determine whether multiplesales or exchanges of the voting securities of the Company or multipleOwnership Change Events are related, and its determination shall be final,binding and conclusive.

 

## 1.7                                 “Code”means the Internal Revenue Code of 1986, as amended.

##  

## 1.8                                 “Committee”means the Supplemental Executive Retirement Plan Committee composed of suchindividuals as may be appointed by the Board which shall function as the PlanAdministrator.

##  

## 1.9                                 “Company”means AmNet Mortgage, Inc., a Maryland corporation, and any successororganization thereto.

##  

## 1.10                           “Compensation”means a Participant’s base salary and annual bonus awarded under any Companyannual bonus plan, and shall include amounts deferred under the Company’s401(k) plan, Section 125 cafeteria plan, or any other voluntary deferredcompensation plan.

##  

## 1.11                           “Disability”means the inability of the Participant, in the opinion of a qualified physicianacceptable to the Committee, to perform the major duties of the Participant’sposition with the Company because of the illness or injury of the Participant.  If the Company adopts a long-term disabilityplan, then the definition of “Disability” will be redefined to be consistentwith such long-term disability plan in effect at the time of the disability.

##  

## 1.12                           “DiscretionaryCompany Credit” means the amount, if any, of Company credits awarded to aParticipant pursuant to Article III.

##  

## 1.13                           “DistributionDate” means the date on which distribution of a Participant’s Benefits is madeor commenced pursuant to Article VI.

##  

## 1.14                           “EffectiveDate” means the date on which the Plan shall be first effective, which isJanuary 1, 2003.

##  

## 1.15                           “Election”means the form on which a Participant (i) elects a Distribution Date, and(ii) elects the method by which his or her Benefits will bedistributed.  The Election shall be insuch form as may be prescribed by the Committee.

##  

## 1.16                           “EligibleIndividual” means an employee of the Employer who is a member of the selectgroup of management and highly compensated employees as more particularlydescribed in Article II and who has been designated by the****Committee,in its sole discretion, as eligible to participate in the Plan.

 

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## 1.17                           “Employer”means the Company or a subsidiary thereof that has adopted this Plan.

##  

## 1.18                           “In-ServiceDistribution Date”  means the date onwhich distribution of a Participant’s Account is made or commenced pursuant toSection 6.4.

##  

## 1.19                           “Interest”means the investment return or loss determined in accordance withArticle V which shall be credited to the Participants’ Accounts.

##  

## 1.20                           “InterestRate” shall have the meaning as set forth in Section 5.3.

##  

## 1.21                           “Ownership ChangeEvent” shall be deemed to have occurred ifany of the following occurs with respect to the Company:  (i) the direct or indirect sale orexchange in a single or series of related transactions by the stockholders ofthe Company of more than fifty percent (50%) of the voting stock of theCompany; (ii) a merger or consolidation in which the Company is a party;(iii) the sale, exchange, or transfer of all or substantially all of theassets of the Company (other than a sale, exchange or transfer to one or moresubsidiaries of the Company); or (iv) a liquidation or dissolution of theCompany.

##  

## 1.22                           “Participant”means an Eligible Individual for whom Discretionary Company Credits are made,regardless of whether such Eligible Individual has executed and submitted anElection.

##  

## 1.23                           “Plan”means the AmNet Mortgage, Inc. Supplemental Executive Retirement Plan,effective January 1, 2003, as it may be amended from time to time.

##  

## 1.24                           “PlanYear” means the 12-month period beginning on each January 1 and ending onthe following December 31.

##  

## 1.25                           “Service”means the Participant’s employment or service with the Employer on asubstantially full-time basis, whether in the capacity of an employee or adirector.  A Participant’s Service shallinclude periods of employment or service with any Employer regardless ofwhether such Employer has adopted this Plan. A Participant’s Service shall not be deemed to have terminated merelybecause of a change in the capacity under which the Participant renders Serviceto the Company, provided there is no interruption or termination ofParticipant’s Service.  A Participant’sService shall terminate upon an actual termination of Service, whether bydeath, Disability, or otherwise. Subject to the foregoing, the Committee, in its discretion, shalldetermine whether Participant’s Service has terminated and the effect of suchtermination.

##  

## 1.26                           “Trust”means the legal entity, if any, created by a Trust Agreement.  The Company is under no obligation to fundthe obligation to provide Benefits under the Plan through the establishment ofa Trust, and it is anticipated that the Company will not, at least initially,establish a Trust under the Plan.  However,the Company may, in its sole and absolute discretion, determine at any timethat a Trust shall be established.

##  

## 1.27                           “TrustAgreement” means the trust agreement, if any, entered into between the Companyand any Trustee.

 

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## 1.28                           “Trustee”means the Trustee, if any, named in the Trust Agreement and any duly appointedsuccessor or successors thereto.

##  

## 1.29                           “Yearof Service” means 12 consecutive months of Service.

##  

# ARTICLE II

#  

# ELIGIBILITY

#  

## 2.1                                 Eligibility.  Eligibility for participation in the Planshall be limited to a select group of management or highly compensatedemployees of the Employer, who are designated by the Committee, in its solediscretion, as eligible to participate in the Plan.  Eligible Individuals shall be notified as to their eligibility toparticipate in the Plan.

##  

## 2.2                                 Commencementof Participation.  An EligibleIndividual shall commence participation in the Plan when a DiscretionaryCompany Credit is made to the Account of such Eligible Individual pursuant tothe provisions of Section 3.

##  

## 2.3                                 Cessationof Participation.  Activeparticipation in the Plan shall end when a Participant’s Service terminates forany reason or at such time as a Participant is notified by the Committee,pursuant to Section 2.4, below, that he or she is no longer eligible toparticipate in the Plan.  Upontermination of Service or eligibility, a Participant shall remain an inactiveParticipant in the Plan until all of the vested Benefits to which he or she isentitled under this Plan have been paid in full.

##  

## 2.4                                 Cessationof Eligibility.  The Committee mayat any time, in its sole discretion, notify any Participant that he or she isnot eligible to participate in the Plan, or is not eligible for DiscretionaryCompany Credits in any Plan Year.

##  

# ARTICLE III

#  

# CONTRIBUTIONS

#  

## 3.1                                 DiscretionaryCompany Credits.  A Participant’sSubaccount shall be credited with Discretionary Company Credits, in suchamounts and at such times as the Company may, in its sole discretion, determineand communicate to the Participant.  TheCompany shall have the right, but not the obligation, to provide a proratedDiscretionary Company Credit in the year of (i) a Change in Control or (ii) anyParticipant’s death or Disability, in such amount as the Board may deemappropriate to reflect the prorated year in which (i) the Change in Controloccurs or (ii) the Participant’s death or Disability occurred.

##  

## 3.2                                 Calculationof Discretionary Company Credits. The Company shall establish, in its sole and absolute discretion, theperformance criteria and/or formula for determining any Participant’sDiscretionary Company Credits.  Suchcontributions shall be based upon the profitability of the Company, theperformance of the Participant, the Compensation paid to the Participant, theCompany’s earnings per share, in tandem with any other Company annual incentiveplan, or such other factors as the Company shall consider appropriate.  The Company

 

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## shall be under no obligation to continue to makeDiscretionary Company Credits and may discontinue or change the amount ormethod of calculating the amount of such Discretionary Company Credits at anytime.

##  

## 3.3                                 NoWithdrawal.  Except as otherwiseprovided in Article XI, amounts credited to a Participant’s Account maynot be withdrawn by a Participant and shall be paid only in accordance with theprovisions of this Plan.

##  

# ARTICLE IV

#  

# VESTING

#  

## 4.1                                 Vestingof Participants’ Accounts. 

##  

### 4.1.1                        AParticipant shall vest in Discretionary Company Credits, if any, and theInterest credited thereon in accordance with the schedule specified by theCompany, in its sole discretion, at the time of any Discretionary CompanyCredits are awarded.  Unless otherwisedetermined by the Company at the time any Discretionary Company Credit is made,the amounts credited to a Participant’s Discretionary Company Credit Subaccountshall be 100% vested upon the earliest of:

###  

#### 4.1.1.1               the Participant’scompletion of five (5) Years of Service;

####  

#### 4.1.1.2               the Participant’sdeath;

####  

#### 4.1.1.3               the Participant’sDisability;

####  

#### 4.1.1.4               as of the date ten(10) days prior to the date of the Change in Control; or

####  

#### 4.1.1.5               the Participant’sinvoluntary termination by the Company for any reason other than Cause.

####  

#### 4.1.1.6               any other date, asdetermined solely in the discretion of the Board.

####  

## 4.2                                 VestingUpon Plan Termination. Notwithstanding any other provision in the Plan to the contrary, aParticipant’s Account shall be 100% vested upon the termination of thePlan.  However, the cessation ofcontributions under the Plan shall not be deemed a termination of thePlan unless otherwise determined by the Company in its sole and absolutediscretion.

##  

# ARTICLE V

#  

# ACCOUNTS

#  

## 5.1                                 Accounts.  Separate Subaccounts shall be established andmaintained for each Participant.  EachParticipant’s applicable Subaccounts shall be credited with the Participant’sDiscretionary Company Credits, if any, made for such Participant.  Participants’ Accounts shall

 

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## be credited (debited) with the applicable Interest, asset forth in this Article V. Participants’ Accounts shall be reduced by distributions therefrom andany charges which may be imposed on the Accounts pursuant to the terms of thePlan.

 

## 5.2                                 InterestCredited to Accounts at Least Monthly. Each Subaccount shall be credited (debited) monthly, or more frequentlyas the Committee may specify, in an amount equal to the Subaccount balance onthe first day of the prior month multiplied by the Interest Rate applicable tosuch Subaccount.

##  

## 5.3                                 Determinationof Interest Rate.

##  

### 5.3.1                        TheCommittee shall designate the particular funds or contracts which shallconstitute the Benchmark Funds, and may, in its sole discretion, change or addto the Benchmark Funds; provided, however, that (i) the initial Benchmark Fundsoffered under the Plan shall only be those investment funds offered by theCompany under the Company’s 401(k) plan, and (ii) the Committee shall notifyParticipants of any such change prior to the effective date thereof.

###  

### 5.3.2                        EachParticipant may select among the Benchmark Funds and specify the manner inwhich each of his or her Subaccounts shall be deemed to be invested, solely forpurposes of determining the Participant’s Interest Rate.  The Committee shall establish andcommunicate the rules, procedures and deadlines for making and changingBenchmark Fund selections.  The Companyshall have no obligation to acquire investments corresponding to the Participant’sBenchmark Fund selections.

###  

### 5.3.3                        TheInterest Rate is based on the asset unit value, net of administrative fees andinvestment management fees and other applicable fees or charges, of theBenchmark Fund(s) designated by the Board and other applicable fees or charges.  The Interest Rate may be negative if theapplicable Benchmark Fund(s) sustain a loss.

###  

# ARTICLE VI

#  

# BENEFIT DISTRIBUTIONS AND ACCOUNT WITHDRAWALS

#  

## 6.1                                 BenefitAmount.  The value of theParticipant’s Benefit shall be equal to the vested value of the Participant’sSubaccount(s) on the last day of the calendar quarter prior to the DistributionDate, or such other date as the Committee may specify, adjusted forDiscretionary Company Credits, and/or withdrawals which have been subsequentlycredited thereto or made therefrom prior to the Distribution Date.

##  

## 6.2                                 Timingof Distributions.  Benefits shall bepaid (or, payments shall commence) as soon as practicable after the earlierof:

##  

### 6.2.1                        The firstday of the month following the end of the quarter in which a Participant’semployment with the Employer terminates; or

###  

### 6.2.2                        The dayprior to the closing of a Change in Control; or

 

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### 6.2.3                        TheIn-Service Distribution Date designated by the Participant; or

###  

### 6.2.4                        The dateCommittee is notified that a Participant has died or after the Committee hasdetermined that a Participant has incurred a Disability; or

###  

### 6.2.5                        The firstday of the month following the end of the quarter in which the Plan isterminated in accordance with Section 9.4.

###  

## 6.3                                 DistributionUpon Participant Termination of Service. Notwithstanding any other Election the Participant may have made, oncethe Participant’s Service has terminated, the Company shall distribute, in theform of a single lump sum payment, the Participant’s vested Account balance.

##  

## 6.4                                 Methodof In-Service Distribution.  

##  

### 6.4.1                        DistributionMethods.  If a Participant elects anIn-Service Distribution, such Participant’s Benefits shall be paid in one ofthe following methods, as specified in his or her most recent effectiveElection:

###  

#### 6.4.1.1               A single lump sumpayment;

####  

#### 6.4.1.2               In quarterlyinstallment payments of substantially equal amounts over a period not exceedingfive (5) years.

####  

#### 6.4.1.3               A Participant mayamend his or her Election as to the method of distribution by filing an amendedElection provided, however, no such amended Election shall be effective unlessit is filed at least twelve (12) months prior to the date on which thedistribution is made or commenced.

####  

### 6.4.2                        InstallmentAmounts.  For purposes of thisSection 6.4, installment distributions shall be paid in substantiallyequal quarterly payments under an installment methodology established by theCommittee.

###  

### 6.4.3                        MinimumAccount Balance Necessary for Installments.  Notwithstanding anything to the contrary in Section 6.5, ifa Participant’s Account balance is less than $25,000 at the time elected tobegin installment distributions, the Participant’s Benefit will automaticallybe distributed in a single lump sum.

###  

## 6.5                                 Electionof In-Service Distribution Date.

##  

### 6.5.1                        InitialElection.  Upon receipt of notice ofa Discretionary Company Credit, a Participant may specify an In-ServiceDistribution Date for the Subaccount to which such Discretionary Company Creditis credited, subject to the following:

###  

#### 6.5.1.1               A Participant mayelect an In-Service Distribution Date for all of the Benefits credited to suchSubaccount.

 

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#### 6.5.1.2               The In-ServiceDistribution Date for any Subaccount must be at least two (2) years after theend of the Plan Year for which such Discretionary Company Credit to suchSubaccount are made.

####  

#### 6.5.1.3               The In-ServiceDistribution Date must be a date when the Discretionary Company Credit is 100%vested.

####  

### 6.5.2                        Revocationor Amendment of Election.  AParticipant who has elected an In-Service Distribution Date may revoke and/oramend the In-Service Distribution Date Election by filing a revocation or anamended Election at least twelve (12) months in advance of the In-ServiceDistribution Date specified in the Election being revoked or amended.  The amended In-Service Distribution Datemust be in a Plan Year after the In-Service Distribution Date specified in theprior Election.  If a Participantrevokes an In-Service Distribution Date Election and does not provide anotherIn-Service Distribution Date, the Participant shall be deemed to have electedto have the Benefit distributed at termination of employment.  An In-Service Distribution Date Election forany Deferral Subaccount may be amended only twice.

###  

### 6.5.3                        TerminationBefore the Planned Distribution Date. Notwithstanding any prior Election, if the Participant terminatesemployment with the Employer before his In-Service Distribution Date,distribution of the Participant’s Account shall be made or commenced as soon asadministratively feasible after the first day of the month following the end ofthe quarter in which the employment termination occurs and in the form electedfor distributions at termination of employment.

###  

### 6.5.4                        TerminationAfter Commencement of Installment In-Service Distributions.  Notwithstanding any prior Election, if theParticipant terminates employment with the Employer while receiving installmentIn-Service Distributions, the remaining installments shall be immediatelydistributed in a single lump sum as soon as administratively feasible after thefirst day of the month following the end of the quarter in which the employmenttermination occurs.

###  

### 6.5.5                        Absenceof In-Service Distribution Election. If a Participant does not elect an In-Service Distribution Date in hisor her Initial Election, or if the Participant revokes an In-ServiceDistribution Date Election, the Participant will be deemed to have elected tohave the Benefits credited to the relevant Subaccount distributed upon his orher termination of employment, and such a deemed election shall be irrevocable.

###  

## 6.6                                 DistributionUpon Death of Participant. If a Participant dies before his or her Benefitpayments have commenced, then such Participant’s Benefits shall be paid to hisor her designated Beneficiary in a single lump sum cash distribution as soon asadministratively feasible after the Committee is notified of the Participant’sdeath and receives evidence satisfactory to it thereof.  If a Participant dies after his or herBenefit distribution has commenced, his or her remaining Benefits shall be paidto the deceased Participant’s Beneficiary in a single lump sum cashdistribution as soon as administratively feasible after the Committee isnotified of the Participant’s death and receives evidence satisfactory to itthereof.

 

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## 6.7                                 DistributionUpon Disability of Participant.  Ifa Participant suffers a Disability before his or her Benefit payments have commenced,then such Participant’s Benefits shall be paid in a single lump sum cashdistribution as soon as administratively feasible after the Committee isnotified of the Participant’s Disability and receives evidence satisfactory toit thereof.

##  

## 6.8                                 DistributionFollowing Plan Termination.  AllBenefits (including installments remaining on Benefits for which payment hascommenced) shall be paid in a single lump sum cash distribution as soon asadministratively feasible following termination of the Plan.

##  

## 6.9                                 FinancialHardship Withdrawal. A Participant may withdraw up to one hundred percent(100%) of the vested Benefits credited to his or her Subaccount(s) as may berequired to meet a sudden unforeseeable financial emergency of theParticipant.  Such hardship distributionshall be subject to the following provisions:

##  

### 6.9.1                        Thehardship withdrawal must be necessary to satisfy the unforeseeable emergencyand no more may be withdrawn than is required to relieve the financial needafter taking into account other resources that are reasonably available to theParticipant for this purpose.

###  

### 6.9.2                        TheParticipant must certify that the financial need cannot be relieved:  (i) through reimbursement orcompensation by insurance or otherwise; (ii) by reasonable liquidation ofthe Participant’s assets, to the extent such liquidation would not itself causean immediate and heavy financial need; or (iii) by borrowing fromcommercial sources on reasonable commercial terms.

###  

### 6.9.3                        Anunforeseeable financial emergency is a severe financial hardship to Participantresulting from a sudden and unexpected illness or accident of Participant or ofa dependent of Participant (as defined in section 152(a) of the Code),loss of Participant’s property due to casualty, or other similar extraordinaryand unforeseeable circumstances arising as a result of events beyond thecontrol of Participant.  Neither theneed to pay tuition expenses on behalf of the Participant or the Participant’sspouse or children nor the desire to purchase a home shall be considered anunforeseeable emergency.

###  

### 6.9.4                        TheCommittee, in its sole discretion, shall determine if there is an unforeseeablefinancial emergency, if the Participant has other resources to satisfy suchemergency and the amount of the hardship withdrawal that is required toalleviate the Participant’s financial hardship.

###  

### 6.9.5                        Uponreceiving a financial hardship withdrawal, the Participant’s Deferrals will bediscontinued for the remainder of the Plan Year in which a financial hardshipwithdrawal occurs.  Such Participantswill, however, be eligible for any Discretionary Company Credits which may bemade to the Plan on their behalf.

###  

## 6.10                           Limitationon Distributions to Covered Employees. Notwithstanding any other provisionof this Article VI, in the event that the Participant is a “coveredemployee” as that term is defined in section 162(m)(3) of the Code, orwould be a covered employee if Benefits were

 

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## distributed solely in accordance with his or herElection or early withdrawal request, the Committee may determine, in its soleand absolute discretion, that the maximum amount which may be distributed fromthe Participant’s Account in any Plan Year shall not exceed one million dollars($1,000,000) less the amount of compensation paid to the Participant in suchPlan Year which is not “performance-based” (as defined in Codesection 162(m)(4)(C)), which amount shall be reasonably determined by theCommittee at the time of the proposed distribution.  Any amount which is not distributed to the Participant in a PlanYear as a result of this limitation shall be distributed to the Participant inthe next Plan Year, subject to compliance with the foregoing limitations setforth in this Section 6.10.  This Section 6.10shall not apply and not restrict any distribution to any Participant if suchdistributions are made on account of either the termination of the Plan or aChange in Control.

##  

## 6.11                           TaxWithholding. Distribution and withdrawal payments under this Article VIshall be subject to all applicable withholding requirements for state andfederal income taxes and to any other federal, state or local taxes that may beapplicable to such payments.

##  

# ARTICLE VII

#  

# BENEFICIARIES

#  

## 7.1                                 Designationof Beneficiary.  The Participantshall have the right to designate on such form as may be prescribed by theCommittee, one or more Beneficiaries to receive any Benefits due under the Planwhich may remain unpaid on the date of the Participant’s death.  The Participant shall have the right at anytime to revoke such designation and to substitute one or more otherBeneficiaries.

##  

## 7.2                                 NoDesignated Beneficiary.  If, uponthe death of the Participant, there is no valid Beneficiary designation, theBeneficiary shall be the Participant’s surviving spouse.  In the event there is no surviving spouse,then the Participant’s Beneficiary shall be the Participant’s estate.

##  

# ARTICLE VIII

#  

# OBLIGATION TO PAY BENEFITS

#  

## 8.1                                 Contributionsin Trust.  The Employer may, in itssole and absolute discretion, transfer Discretionary Company Credits, if any,made by or on behalf of a Participant to a Trustee to be held pursuant to theterms of a Trust Agreement.

##  

## 8.2                                 Sourceof Benefit Payments.  All benefitspayable to a Participant hereunder shall be paid by the Employer to the extentno assets have been transferred to a Trust, and by the Trustee, to the extentany assets are held in a Trust by the Trustee.

##  

## 8.3                                 InvestmentDiscretion.  The Benchmark Fundsestablished pursuant to Section 5.3 shall be for the sole purpose ofdetermining the Interest Rate to be used for determining the Interest creditedto the Participant’s Account.  Neither aTrustee nor the Committee shall have any obligation to invest the Participants’Account in accordance with his deemed investment directions or in any otherinvestment.

 

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## 8.4                                 NoSecured Interest.  Except asotherwise provided by a Trust Agreement, the assets of any Trust or otheraccount which may be established by the Company to reflect Plan Benefits, shallbe subject to the claims of creditors of the Employer.  Except as provided in a Trust Agreement, theParticipant (or the Participant’s Beneficiary) shall be a general unsecuredcreditor of the Employer with respect to the payment of Benefits under thisPlan.

##  

# ARTICLE IX

#  

# PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

#  

## 9.1                                 CommitteePowers and Responsibilities.  TheCommittee shall have complete control of the administration of the Plan hereinset forth with all powers necessary to enable it properly to carry out itsduties in that respect.  Not inlimitation, but in amplification of the foregoing, the Committee shall have thepower and authority to:

##  

### 9.1.1                        Construethe Plan and any Trust Agreement to determine all questions that shall arise asto interpretations of the Plan’s provisions including determination of whichindividuals are Eligible Individuals and the determination of the amountscredited to a Participant’s Account, and the appropriate timing and method ofBenefit payments;

###  

### 9.1.2                        Establishreasonable rules and procedures which shall be applied in a uniform andnondiscriminatory manner with respect to Elections, the establishment ofAccounts and Subaccounts, and all other discretionary provisions of the Plan;

###  

### 9.1.3                        Establishthe rules and procedures by which the Plan will operate that are consistentwith the terms of the Plan documents;

###  

### 9.1.4                        Establishthe rules and procedures by which the Plan shall determine and pay installmentdistributions and in-service distributions;

###  

### 9.1.5                        Compileand maintain all records it determines to be necessary, appropriate orconvenient in connection with the administration of the Plan;

###  

### 9.1.6                        Adoptamendments to the Plan document which are deemed necessary or desirable to facilitateadministration of the Plan and/or to bring these documents into compliance withall applicable laws and regulations, provided that the Committee shall not havethe authority to adopt any Plan amendment that will result in substantiallyincreased costs to the Company unless such amendment is contingent uponratification by the Board before becoming effective;

###  

### 9.1.7                        Employsuch persons or organizations to render service or perform services withrespect to the administrative responsibilities of the Committee under the Planas the Committee determines to be necessary and appropriate, including but notlimited to attorneys, accountants, and benefit, financial and administrativeconsultants;

###  

### 9.1.8                        Select,review and retain or change the Benchmark Funds which are used for determiningthe Interest Rate under the Plan;

###  

### 9.1.9                        Direct theinvestment of the assets of any Trust;

 

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### 9.1.10                  Review theperformance of any Trustee with respect to such Trustee’s duties,responsibilities and obligations under the Plan and any Trust Agreement;

###  

### 9.1.11                  Take such otheraction as may be necessary or appropriate to the management and investment ofthe Plan assets.

###  

## 9.2                                 Decisionsof the Committee.  Decisions of theCommittee made in good faith upon any matter within the scope of its authorityshall be final, conclusive and binding upon all persons, including Participantsand their legal representatives or Beneficiaries.  Any discretion granted to the Committee shall be exercised inaccordance with rules and policies established by the Committee.

##  

## 9.3                                 Indemnification.  To the extent permitted by law, the Companyshall indemnify each member of the Committee, and any other Employee or memberof the Board with duties under the Plan, against losses and expenses (includingany amount paid in settlement) reasonably incurred by such person in connectionwith any claims against such person by reason of such person’s conduct in theperformance of duties under the Plan, except in relation to matters as to whichsuch person has acted fraudulently or in bad faith in the performance ofduties.  Notwithstanding the foregoing,the Company shall not indemnify any person for any expense incurred through anysettlement or compromise of any action unless the Company consents in writingto the settlement or compromise.

##  

## 9.4                                 ClaimsProcedure.  Benefits shall beprovided from this Plan through procedures initiated by the Committee, and theParticipant need not file a claim. However, if a Participant or Beneficiary believes he or she is entitledto a Benefit different from the one received, then the Participant orBeneficiary may file a claim for the Benefit by writing a letter to theCommittee.

##  

### 9.4.1                        If anyclaim for Benefits under the Plan is wholly or partially denied, the claimantshall be given notice in writing of such denial within 90 days of the date theletter claiming benefits is received by the Committee.  If special circumstances require anextension of time, written notice of the extension shall be furnished to theclaimant within the initial 90-day period.

###  

### 9.4.2                        Notice ofthe denial shall set forth the following information: (a) the specific reasonor reasons for the denial; (b) specific reference to pertinent Plan provisionson which denial is based; (c) a description of any additional material orinformation necessary for the claimant to perfect the claim and an explanationof why such material or information is necessary; (d) an explanation that afull review by the Committee of the decision denying the claim may be requestedby the claimant or his or her authorized representative by filing with thecompany, within 60 days after such notice has been received, a written requestfor such review; and (e) if such request is so filed, the claimant or his orher authorized representative may review pertinent documents and submit issuesand comments in writing within the same 60 day period specified in thepreceding subparagraph.

###  

### 9.4.3                        Thedecision of the Committee upon review shall be made promptly, and not laterthan 60 days after the Committee’s receipt of the request for review, unlessspecial circumstances require an extension of time for processing, in whichcase the claimant shall be so

 

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### notified and a decision shall be rendered as soon aspossible, but not later than 120 days after receipt of the request forreview.  If the claim is denied, whollyor in part, the claimant shall be promptly given a copy of the decision.  The decision shall be in writing and shallinclude specific reasons for the denial, specific references to the pertinentPlan provisions on which the denial is based and shall be written in a mannercalculated to be understood by the claimant. No further legal action may be initiated claiming benefits under thisPlan until the claims procedure set forth in this Article IX is completed.

###  

## 9.5                                 PlanAmendment.  This Plan may be amendedby the Company at any time in its sole discretion.  Additionally, the Plan may be amended upon an action of themembers of the Committee subject to the provisions in Section 9.1.  However, no amendment may be made thatalters the nature of an Election or Benefit Distribution Election or whichwould reduce the amount credited to a Participant’s Account on the date of suchamendment, unless such amendment is made pursuant to Section 10.8 of thePlan to comply with changes in applicable law.

##  

## 9.6                                 PlanTermination.  The Company reservesthe right to terminate the Plan in its entirety by an action of the Board atany time upon fifteen (15) days notice to the Participants.  The termination of the Plan shallautomatically revoke all outstanding Benefit Distribution Elections and allelections to have Benefits paid in installments.  If the Plan is terminated, all benefits shall be paid as setforth in Section 6.8.  Any amountsremaining in a Trust after all benefits have been paid shall revert to theCompany.

##  

# ARTICLE X

#  

# MISCELLANEOUS

#  

## 10.1                           NoAssignment.  The right of anyParticipant, any Beneficiary or any other person to the payment of any benefitsunder this Plan shall not be assigned, transferred, pledged or encumbered.

##  

## 10.2                           NoSecured Interest.  The obligation ofthe Company to Participants under this Plan shall not be funded or otherwisesecured, and shall be paid out of the general assets of the Company.  Participants are general unsecured creditorsof the Company with respect to the obligations hereunder and shall have nolegal or equitable interest in the assets of the Company, including any assetsas the Company may set aside or reserve against its obligations under thisPlan.

##  

## 10.3                           Successors.  This Plan shall be binding upon and inure tothe benefit of the Employee, its successors and assigns and the Participant andhis or her heirs, executors, administrators and legal representatives.

##  

## 10.4                           NoEmployment Agreement.  Nothingcontained herein shall be construed as conferring upon any Participant theright to continue in the employ of the Employer as an employee.

 

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## 10.5                           Attorneys’Fees.  If the Employer, theParticipant, any Beneficiary, any beneficiary under an insurance policypurchased pursuant to Section 6.12, and/or a successor in interest to anyof the foregoing, brings legal action to enforce any of the provisions of thisPlan, the prevailing party in such legal action shall be reimbursed by theother party, the prevailing party’s costs of such legal action including,without limitation, reasonable fees of attorneys, accountants and similar advisorsand expert witnesses.

##  

## 10.6                           GoverningLaw.  This Plan shall be construedin accordance with and governed by the laws of the State of California.

##  

## 10.7                           EntireAgreement.  This Plan constitutesthe entire understanding and agreement with respect to the subject mattercontained herein, and there are no agreements, understandings, restrictions,representations or warranties among any Participant and the Employer other thanthose as set forth or provided for herein.

##  

## 10.8                           Severability.  If any provision of this Plan is held to beinvalid, illegal or unenforceable, such invalidity, illegality, orunenforceability shall not affect any other provision of this Plan, and thePlan shall be construed and enforced as if such provision had not beenincluded.  In addition, if suchprovision is invalid, illegal or unenforceable due to changes in applicablelaw, the Company may amend the Plan, without the consent and without providingany advance notice to any Participant, as may be necessary or desirable tocomply with changes in the applicable law or financial accounting of deferredcompensation plans.

##  

IN WITNESS WHEREOF, thisPlan has been adopted by the Company effective as of the Effective Date.

 
|                         | AMNET MORTGAGE, INC. |
|------------------------------|----------------------|
|                         |                 |
|                         |                 |
| Dated: August 10,  2004 | By:                  |   |

 

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