AMENDMENT TO YOUNKERS, INC.
DEFERRED COMPENSATION AGREEMENT
It is agreed that the distribution provisions of each of
the Deferred Compensation Agreements between Younkers, Inc.
("Younkers") and W. ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Employee"), dated June 10,
1985, January 1, 1986, January 1, 1987, January 1, 1988 and
December 28, 1988, as amended effective September 30, 1991 (the
"1991 Amendment"), are hereby amended effective February 13, 1997,
as follows:
1. The first sentence of Paragraph 2 (a) of the 1991 Amendment is
amended to read in its entirety as follows:
(a) Following termination of the services of the
Employee with ▇▇▇▇▇▇▇▇'▇, Inc. ("▇▇▇▇▇▇▇▇'▇") for any
reason (including but not limited to death, total and
limited disability, retirement and voluntary or involuntary
termination as an employee), ▇▇▇▇▇▇▇▇'▇ shall distribute to
Employee or his beneficiary(ies), pursuant to paragraph (b)
below, shares of ▇▇▇▇▇▇▇▇'▇ stock represented by the units
in said Stock Account, together with any assets credited to
the Cash Account (including interest).
2. Paragraph 2 (b) of the 1991 Amendment is amended to read in
its entirety as follows:
(b) Upon the first to occur of the Employee's
termination of employment, death or total and permanent
disability, all benefits payable hereunder (including
without limitation, all interest credits thereon) shall be
paid on the first business day in January of the year
immediately following such event.
IN WITNESS WHEREOF, the parties have executed this
Amendment on the date and year first above written.
▇▇▇▇▇▇▇▇'▇, INC.
By: _____________________________
R. ▇▇▇▇ ▇▇▇▇▇▇
Chairman of the Board of
Directors and Chief
Executive Officer
EXECUTIVE
____________________________
W. ▇▇▇▇▇▇ ▇▇▇▇▇
