Fill and Sign the Preliminary Official Statement Dated July 2017 City of Form

EXHIBIT A FREMONT GENERAL CORPORATION SUPPLEMENTAL RETIREMENT PLAN ARTICLE 1. ESTABLISHMENT AND PURPOSE 1.1 Establishment of Plan . FREMONT GENERAL CORPORATION (the "Company") hereb y adopts the FREMONT GENERAL CORPORATION SENIOR SUPPL EMENTAL EXECUTIVE RETIREMENT PLAN and the FREMONT GENERAL CORPORATION SUPPLEMENTAL EX ECUTIVE RETIREMENT PLAN (the "Plan")' effective September 30, 1990, for eligible employees of the Company and selected subsidiaries. The Plan is intended to be e xempt from the participation, vesting, funding, and fiduciary requirements of Tit le 1 of the Employee Retirement Income Security Act of 1974, as amended, and is int ended to be maintained "primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees". 1.2Purpose of Plan . It is the purpose of this Plan to permit eligible employees to receive benefits that will compensate them for the maximums imposed by Sections 401 (a) (17), 401(k) (3), 401 (in) (2) and 402(g) of the Code upon salary deferral contributions and matching contributions t o qualified plans. 1.3 Application of Plan . The terms of this Plan are applicable to eligible employees employed by the Company on or after Septe mber 30, 1990, with respect to their Compensation and service on and after that da te. ARTICLE 2. DEFINITIONS 2.1 Definitions . Whenever used in the Plan, the following terms sh all have the respective meanings set forth below, unless a diffe rent meaning is required by the context in which the word is used, and when the def ined meaning is intended, the term is capitalized: (a)"Account" shall mean the Account or Accounts that the commit tee shall maintain for a Participant under this Plan. (b)"Administrative Committee" shall mean the committee with authority to administer the Plan as provided under Paragraph 5.1 . (c) "Affiliate" shall mean any corporation which is controlled by or under common control with the Company. (d)"Beneficiary" shall mean the beneficiary designated under the In vestment Incentive Program by the Participant to receive ben efits in the event of the Participant's death. (e)"Board of Directors" shall mean the Board of Directors of the Company. (f) "Code" shall mean the Internal Revenue Code of 1986, as a mended, and the Treasury Regulations promulgated thereunder. (g)"Compensation" shall mean a Participant's earned income, wages, s alaries, and fees for professional services, and other amoun ts received for personal services actually rendered in the course of employment with the Employer (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance pre miums, tips and bonuses), plus salary deferral contributions made under the Investment Incentive Program, this Plan, or a plan maintained by the Employer under Section 125 of the Code. (h) "Employer" shall mean the Company and any Affiliate which is designated by the Board of Directors and which approves adoption of this Plan by appropriate corporate action. (i)"Investment Incentive Program" shall mean the FREMONT GENERAL CORPORATION INVESTMENT INCENTIVE PROGRAM, a profit sharing plan qualified under Sections 401 (a) and 401(k) of the Code. (j)"Management Employee" shall mean an employee of an Employer who is classified in pay grade 17 or higher (Senior Supple mental Retirement Plan) or in pay grade 13 through 16 (Supplemental Retirement Plan) and who is either (i) an officer of the Employer, or (ii) a designated senior managemen t employee of an Employer. (k) "Participant" shall mean any Management Employee who meets the requirements set forth in Article 3 to participate in the Plan. (l) " Plan Year" shall mean the calendar year; provided, however, that the first Plan Year shall be the period commencing Octo ber 1,1990 and ending December 31,1990. (m)"Retire" and "Retirement" shall mean a Participant's termination of employment after becoming eligible for "Retirement" as defined in the Investment Incentive Program. 2.2 Gender And Name . Except when otherwise indicated by the context, a ny masculine terminology used herein shall also includ e the feminine, and the use of any term herein in the singular may also include the pl ural. ARTICLE 3. ELIGIBILITY AND PARTICIPATION 3.1 Eligibility . Any Management Employee who is eligible to partic ipate in the Investment Incentive Program and who, for a given p lan year of the Investment Incentive Program, (a) is a highly compensated employee (within the mea ning of Section 414(q) of the Code) of the Employer for such plan year; and (b) would be ineligible (i) to make the maximum salary deferral contribution to the Investment Incentive Program due (A) to the dollar limitations under Sections 401 (a) (17) and 402(g) of the Code, or (B) to the limitation on ave rage deferral percentages under Section 401 (k) (3) of the Code; or (ii) to receive the maximum matching contribution to the Investment Incentive Program due to the limitation on average contributi on percentages under Section 401 (in) (2) of the Code; shall become a Participant in this Plan effective on the first day of such Plan Year. 3.2Salary Deferral Election . Each Management Employee who satisfies the eligibility requirements of Paragraph 3.1 shall ele ct prior to the first day of each Plan Year on a form provided by the Administrative Committee the level of salary deferral contributions which he desires to make to this Plan. Such election shall be in whole percentages not to exceed 15% and shall be irrevocable for such Plan Year once made; provided, however, that such election sh all cease to be in effect upon (a) termination of his employment with the Employer, (b) his death, or (c) a determination by the Administrative Committee (in its absolute di scretion) that he has suffered a significant hardship to justify permitting the revo cation of his election for that Plan Year. ARTICLE 4.BENEFITS 4.1 Contributions . The Committee of the Investment Incentive Program shall determine, as of the first day of each plan year of the Investment Incentive Program, the maximum interim salary deferral contribution pe rcentage (the "Interim Contribution") that each highly-compensated employe e (within the meaning of Section 414(q) of the Code) participating in the Investment Incentive Program will be permitted to make to the Investment Incentive Progr am for that plan year. The excess of each Participant's salary deferral contributions under Paragraph 3.2 over the lesser or (a) the Interim Contribution, or (b) the dollar limitation for that plan year under Section 402(g) of the Code, together wit h the Matching Contribution directly attributable to such excess salary deferra l contributions, shall be contributed by the Employer on a periodic basis in accordance with the Employer's payroll practices to a grantor trust or similar arr angement to fund benefits hereunder. As of the end of each plan year of the I nvestment Incentive Program, the Committee of the Investment Incentive Program shall determine the maximum salary deferral contributions and matching contribution av ailable for each Participant under the Investment Incentive Program and shall notify t he Administrative Committee of such additional salary deferral contributions, if any, a nd such additional matching contribution, if any, which can be made to the Inve stment Incentive Program for each Participant in this Plan. Within 10 days of such no tification, the Administrative Committee shall direct the trustee of the grantor t rust or the custodian of any similar arrangement funding benefits hereunder to t ransfer such contribution amounts (but not the earnings attributable to such amounts) to the trustee of the Investment Incentive Program. 4.2 Maintenance And Investment Of Accounts. (a) The Employer shall establish and maintain, in th e name of each Participant, an individual Account which shall cons ist of all amounts contributed to the Plan on behalf of each Participant. Such contr ibuted amounts shall be invested by the Trustee in such investment funds as the Adminis trative Committee shall determine are available from time to time under this Plan and in such percentages as elected by the Participant. (b) The individual Account of each Participant shall represent a liability, payable when due under this Plan, out of the genera l assets of the Employer, or from the assets of any trust, custodial account or escro w arrangement which the Employer may establish for the purpose of assuring availabil ity of funds sufficient to pay benefits under this Plan. The money and other ass ets in any such trust or Account shall at all times remain the property of the Emplo yer, and neither this Plan or any Participant shall have any beneficial ownership int erest in the assets thereof. No property or assets of the Employer shall be pledged , encumbered, or otherwise subjected to a lien or security interest for paymen t of benefits hereunder. Accounting for this Plan shall be based on generall y accepted accounting principles. 4.3 Vesting And Forfeiture . All benefits under this Plan shall be contingent and forfeitable, and each Participant shall have a vested interest in any benefit under this Plan in accordance with the vesting prov isions set forth in Paragraphs 6.1 and 6.2 of the Investment Incentive Program. A pers on who terminates employment with the Employer for any reason prior to becoming veste d hereunder shall not receive a benefit. 4.4Payment . Every Participant who Retires or terminates emplo yment shall, if vested, have his Account distributed to him within the calendar quarter following the calendar quarter in which employment terminates a s ingle-sum payment, and the benefit distribution amount shall not accrue earnings or lo sses during the calendar quarter in which distribution is to occur. 4.5Death. The Account of a Participant who dies while emplo yed by an Employer shall be paid in a single-sum to the Participant's Beneficiary within the calendar quarter following the calendar quarter in which his death occurs. If a Participant dies after Retirement or termination of employment, then his surviving Beneficiary shall be paid the amount in the Participant's Accou nt in a single-sum within the calendar quarter following the calendar quarter in which his death occurs, and the benefit distribution amount shall not accrue earnin gs or losses during the calendar quarter in which distribution is to occur. ARTICLE 5. ADMINISTRATION 5.1 Administrative Committee . This Plan shall be administered by the Administrative Committee, whose members shall be th e same persons who are the Plan Committee of the Investment Incentive Program from time-to-time. The interpretation and construction by the Administrative Committee of any provisions of this Plan shall be final unless otherwise determined by the Board o f Directors. Subject to the Board of Directors, the Administrative Committee is autho rized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, and to make all other determinations necessary for its administrati on. Without limiting the generality of the foregoing, the Administrative Committee shal l have the authority to calculate amounts allocable to Participants, and to maintain and adjust accounts. The Administrative Committee shall have authority to de legate responsibility for performance of ministerial functions necessary for administration of the Plan to such officers of the Employer, including Participants, as the Administrative Committee shall in its discretion deem appropriate. 5.2Uniform Rules . In administering the Plan, the Administrative Co mmittee will apply uniform rules to all Participants similarly situated. 5.3Notice Of Address . Any payment to a Participant or Beneficiary, at the last known post office address submitted to the Emp loyer, shall constitute a complete acquittance and discharge of the Employer and any d irector or officer with respect thereto. Neither the Employer nor any director or officer shall have any duty or obligation to search for or ascertain the whereabou ts of any Participant or his Beneficiary. 5.4Records . The records of the Administrative Committee with respect to the Plan shall be conclusive on all Participants, all B eneficiaries, and all other persons whomsoever. ARTICLE 6. AMENDMENT AND TERMINATION 6.1 Amendment And Termination . The Company expects the Plan to be permanent, but since future conditions affecting the Company c annot be anticipated or foreseen, the Company must necessarily and does hereby reserv e the right to amend, modify, or terminate the Plan at any time by action of its Boa rd of Directors, except that no amendment shall reduce the dollar amount credited t o a Participant's Account and any such termination or amendment shall apply uniformly to all Participants. The Administrative Committee in its discretion may amen d the Plan if it finds that such amendment does not significantly increase or decrea se benefits or costs. 6.2 Reorganization Of Employer . In the event of a merger or consolidation of the Employer, or the transfer of substantially all of the assets of the Employer to another corporation, such continuing, resulting or transferee corporation shall have the right to continue and carry on the Plan and to assume all liabilities of the Employer hereunder without obtaining the consent of any Participant or Beneficiary. If such successor shall assume the liabilities of the Employer hereunder, then the Employer shall be relieved of all such liability, a nd no Participant or Beneficiary shall have the right to assert any claim against th e Employer for benefits under or in connection with this Plan. 6.3Protected Benefits . If the Plan is terminated or amended so as to pre vent further earnings adjustments, or if liabilities acc rued hereunder up to the date of an event specified in Paragraph 6.2 are not assumed by the successor to the Employer, then the dollar amount credited to the Account of e ach Participant, or Beneficiary (whether or not vested) shall be paid in cash to su ch Participant or Beneficiary in a single-sum on the last day of the second month foll owing the month in which the amendment or termination occurs. ARTICLE 7. GENERAL PROVISIONS 7.1 Nonassignability . Benefits under the Plan are not in any way subjec t to the debts or other obligations of the persons entit led thereto and may not voluntarily or involuntarily be sold, transferred, or assigned. Any voluntary attempt to sell, anticipate, assign, or encumber benefits under this Plan shall operate to cancel the benefit or the balance of a Participant's account a s of the date of such attempt and to relieve the Employer from any future liability t o pay or distribute any benefit with respect to such canceled amount. 7.2Employment Rights . The establishment of the Plan shall not be constr ued as conferring any legal rights upon any Participant or any other person for a continuation of employment, nor shall it interfere with the rights of the Employer to discharge any person or treat him without regard to the effect which such treatment might have upon him under this Plan. 7.3Illegality Of Particular Provision . If any particular provision of this Plan shall be found to be illegal or unenforceable, such provision shall not affect any other provision, but the Plan shall be construe d in all respects as if such invalid provision were omitted. 7.4Applicable Laws . The Plan shall be governed by and construed accor ding to the laws of the State of California. Fremont General Corporation 4/13/92