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EXHIBIT 10(l)
AMENDMENT NO. 1 TO
EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT
XXXXX X. XXXXX
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AMENDMENT NO. 1
TO
EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT
The term "Change in Control, " "Change in Control of the Bank" or
"Change in Control of the Corporation" as used in this Executive Supplemental
Benefit Agreement (the "Agreement")] is amended effective as of this 16th day of
July, 1997 to read as set forth hereinafter. From and after the date hereof, any
reference herein or in the Agreement to the "Corporation" or the "Company" shall
mean Emerald Financial Corp., an Ohio corporation, and any reference to the
"Bank" shall mean The Strongsville Savings Bank, an Ohio-chartered savings and
loan association.
For purposes of the Agreement, a "Change in Control" shall mean:
(i) The acquisition by a person or persons acting in concert of the
power to vote twenty five percent (25%) or more of a class of
the Corporation's voting securities, or the acquisition by a
person of the power to direct the Corporation's management or
policies, if the Board of Directors or the Office of Thrift
Supervision has made a determination that such acquisition
constitutes or will constitute an acquisition of control of the
Corporation for the purposes of the Savings and Loan Holding
Company Act or the Change in Bank Control Act and the
regulations thereunder;
(ii) during any period of two (2) consecutive years during the term
of this Agreement, individuals who at the beginning of such
period constitute the Board of Directors of the Bank or the
Corporation cease for any reason to constitute at least a
majority thereof, unless the election of each director who was
not a director at the beginning of such period has been approved
in advance by directors representing at least two thirds (2/3)
of the directors then in office who were directors in office at
the beginning of the period;
(iii) the Corporation shall have merged into or consolidated with
another corporation, or merged another corporation into the
Corporation, on a basis whereby less than fifty percent (50%) of
the total voting power of the surviving corporation is
represented by shares held by former shareholders of the
Corporation prior to such merger or consolidation; or
(iv) the Corporation shall have sold substantially all of its assets
to another person. The term "person" refers to an individual,
corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated
organization or other entity.
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IN WITNESS WHEREOF, we have hereunto set our hands as of this 16th day of July
1997.
THE STRONGSVILLE SAVINGS BANK EXECUTIVE
By: \s\ XXXX X. XXXXXXX \s\ XXXXX X. XXXXX
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Xxxx X. Xxxxxxx Xxxxx X. Xxxxx
Its: Executive Vice President
EMERALD FINANCIAL CORP.
By: \s\ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Its: Executive Vice President
