EXHIBIT 4.5(B)
[NATIONAL CITY BANCSHARES, INC. LETTERHEAD]
January 7, 1999
Xx. Xxxxxxx X. Xxxxxxx
Community First Bank, N.A.
0000 XX 00
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Reference is made to the Stock Option Agreement dated August 31, 1998 (the
"Agreement") between you and National City Bancshares, Inc. ("NCBE"). All
capitalized terms used in this letter shall have the meaning given them in
the Agreement.
Pursuant to Section 5(b) of the Agreement, you may pay the Exercise Price
(i) in cash, (ii) by surrendering other shares of NCBE Common Stock or
(iii) by requesting NCBE to withhold shares of NCBE Common Stock issuable
upon exercise of the Option. This letter will evidence our understanding
with you that you may only elect alternative (ii) or (iii) with the prior
written consent of NCBE.
Except for the preceding paragraph, no other changes to the Agreement are
being made.
Please indicate your agreement by signing and returning the enclosed copy
of this letter.
Yours very truly,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President
Accepted and Agreed to this 8th day of January, 1999
/S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
