AMENDMENT TO PEOPLES NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR JOHN W. ORD
EXHIBIT
10.8
AMENDMENT
TO
PEOPLES
NATIONAL BANK
FOR
▇▇▇▇
▇. ▇▇▇
THIS
AMENDMENT TO PEOPLES NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT (“AMENDMENT”) is made and entered into this 30TH
day of
December, 2005, by and between PEOPLES
NATIONAL BANK, a
national association having a place of business at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Bank"), and ▇▇▇▇
▇. ▇▇▇ ("Executive"),
an
individual residing at ▇.▇. #▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
WITNESSETH:
WHEREAS,
the
Bank
and the Executive entered into a Supplemental Executive Retirement Plan
Agreement on December 3, 2004 (the “Supplemental Executive Retirement Plan
Agreement”) which is attached hereto.
WHEREAS,
the
Corporation and the Executive desire to amend the Supplement Executive
Retirement Plan Agreement.
NOW
THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Bank and the Executive agree as follows:
1. Section
1.5 of the Supplemental Executive Retirement Plan Agreement is hereby amended
by
deleting the existing definition of “Disability” in its entirety and by adding a
new definition of “Disability”, as follows:
1.5 “Disability”
means, if the Executive is covered by a Bank sponsored disability policy, total
disability as defined in such policy without regard to any waiting period,
provided that the definition of disability applied under such policy complies
with the requirement of Section 1.409A-3(g)(4) of the Treasury regulations.
If
the Executive is not covered by such policy, Disability means that the Executive
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months. As a condition to any benefit, the Bank may require the
Executive to submit to such physical or mental evaluations and tests as the
Bank’s Board of Directors deems appropriate.
2. The
Supplemental Executive Retirement Plan Agreement is hereby amended by adding
a
new Section 2.4 to read as follows:
2.4 Key
Employee. Notwithstanding anything in this Article 2 to the contrary, in the
event Executive is determined to be a Key Employee, as that term is defined
in
Section 409A of the Code and the regulations promulgated thereunder, payments
to
the Executive under Sections 2.1 or 2.2 of this Agreement, other than payments
on account of Disability or death, shall begin not earlier than the first day
of
the seventh month following termination of employment. This will result in
the
aggregate amount of the first seven months of payments payable on the delayed
first payment date, normal monthly payments will continue thereafter. For
purposes of the foregoing, the date upon which a determination is made as to
the
Key Employee status of the Executive, the Identification Date (as defined in
Section 409A of the Code and the regulations promulgated thereunder) shall
be
December 31.
3. Article
7
of the Supplemental Executive Retirement Plan Agreement is hereby amended by
adding a new sentence to the end of Article 7 to read as follows:
Notwithstanding
the foregoing, this Agreement may be amended or terminated only if such
amendment or termination does not violate any of the provisions of Section
409A
of the Code and the regulations issued thereunder.
4. Except
as
hereinabove amended, the Supplemental Executive Retirement Plan Agreement shall
remain unchanged and in full force and effect.
IN
WITNESS WHEREOF, Executive and a duly authorized Bank officer have signed
this
Agreement.
ATTEST: PEOPLES
NATIONAL BANK ("BANK")
_______________________ By:
______________________
Secretary
Lead
Director
WITNESS:
____________________
___________________
▇▇▇▇ ▇. ▇▇▇ ("Executive")
▇▇▇▇ ▇. ▇▇▇ ("Executive")