FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
BETWEEN XXXXXXX NATIONAL CORPORATION AND XXXXXXXX X. XXXXX
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THIS AGREEMENT, made and entered into this 7th day of July 1998 by and
between Xxxxxxx National Corporation, its subsidiaries and affiliates
(hereinafter called the "Corporation") and Xxxxxxxx X. Xxxxx (hereinafter
called the "Executive") is the First Amendment to a Supplemental Executive
Retirement Agreement dated December 24, 1996, by and between the Corporation
and Executive. In order to clarify the intended operation of other Agreement,
2.01(a)(3), is hereby amended to read in its entirety as follows:
" The annual amount of benefits payable under the Amended and Restated
Supplemental Executive Agreement entered into December 24, 1996 by and
between the Corporation and the Executive, as from time to time amended."
All other terms and conditions of the Agreement continue in full force
and effect.
Attest: XXXXXXX NATIONAL CORPORATION
/s/Xxxxx X. Xxxxxxxx By:/s/Xxxxx X. Xxxxxxxx
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/s/Xxxxx X. Xxxxxxxx By:/s/Xxxxxxxx X. Xxxxx
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Witness Xxxxxxxx X. Xxxxx
CONFIRMATORY
FIRST AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
BETWEEN XXXXXXX NATIONAL CORPORATION AND XXXXXXXX X. XXXXX
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THIS AGREEMENT, made and entered into the 27th day of October 1998 by and
between Xxxxxxx National Corporation, its subsidiaries and affiliates
(hereinafter called the "Corporation") and Xxxxxxxx X. Xxxxx (hereinafter
called the "Executive") is the First Amendment to a Supplemental Executive
Retirement Agreement dated December 24, 1996, by and between the Corporation
and Executive. It confirms and amplifies the language of the First Amendment
dated July 7, 1998. In order to clarify the intended operation of other
Agreement, 2.01(a)(3), is hereby amended to read in its entirety as follows:
"In any year the annual amount of benefits paid under the Amended and
Restated Supplemental Executive Retirement Agreement entered into December
24, 1996 by and between the Corporation and the Executive, as from time to
time amended, provided, such amount shall be an offset to amounts otherwise
payable hereunder only in the year(s) and to the extent actually paid under
such Amended and Restated Agreement."
All other terms and conditions of the Agreement continue in full force
and effect.
Attest: XXXXXXX NATIONAL CORPORATION
/s/ Xxxxx X. Xxxxxxxx By:/s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx By:/s/Xxxxxxxx X. Xxxxx
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Witness Xxxxxxxx X. Xxxxx
SECOND AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT BETWEEN
XXXXXXX NATIONAL CORPORATION AND XXXXXXXX X. XXXXX
THIS AGREEMENT, made and entered into this 22nd day of December, 1998 by
and between Xxxxxxx National Corporation, its subsidiaries and affiliates
(hereinafter called the "Corporation") and Xxxxxxxx X. Xxxxx (hereinafter
called the "Executive") is the Second Amendment to a Supplemental Executive
Retirement Agreement dated December 24, 1996, by and between the Corporation
and Executive. In consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Executive and Corporation hereby agree to amend the Agreement as follows:
1. The phrase "a single life annuity basis from" in 2.01(a)(2) shall be
deleted and the following inserted in its place: "the optional benefit
payment elected under".
2. The phrase "thirty-six (36) consecutive calendar months" in 2.02 shall
be deleted and the following inserted in its place:
"three (3) calendar years, whether or not consecutive".
3. The following shall be inserted at the end of 2.02:
"In the event that the Executive works less than an entire calendar
year, the Executive's salary shall be annualized for that calendar
year for the purposes of this section."
4. The phrase "calculated on a single life annuity basis" appearing in
Section 2.01(a)(2) shall be deleted and the following inserted at the end of
Section 2.01(a)(2):
"the annual amount of such benefits to be calculated on the basis of
an optional form of benefit under such plan selected by the
Executive."
All other terms and conditions of the Agreement continue in full force
and effect.
Attest: XXXXXXX NATIONAL CORPORATION
/s/Xxxxx X. Xxxxxxxx By:/s/Xxxxx X Xxxxxxxx
__________________________________ _________________________
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx By:/s/Xxxxxxxx X. Xxxxx
__________________________________ _________________________
(Witness) Xxxxxxxx X. Xxxxx
