Amendment No. 1 to Change of Control Termination Agreement
This Agreement entered into this day by and between Deposit Guaranty Corp.,
a Mississippi corporation, (the "Corporation") and ("Employee").
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WITNESSETH:
WHEREAS, Parties are parties to a Change of Control Termination Agreement
dated May 31, 1996 (the "Agreement"); and
WHEREAS, Parties desire to amend certain provision thereof.
THEREFORE, in consideration of the premises the parties agree that the
Agreement shall be amended in the following respects, to wit:
Section 3 is amended by adding Subsection (vi) to read as follows:
(vi) Construction of terms. As used in this Section 3, the term
"Retirement" shall be limited to voluntary termination by Employee after
attaining retirement age as set forth in Corporation's qualified retirement
plan. If Employee's employment is terminated without Cause or for Good Reason
as defined in (ii) and (iii) above within 36 months following a change of
control, he shall be entitled to benefits provided in Subsection 4(iii) even if
he otherwise qualifies for retirement benefits.
In witness whereof, the parties have executed this Amendment this 17th day
of November, 1997.
Deposit Guaranty Corp.
By:/s/ X.X. Xxxxxxxx, Xx.
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Title: Chairman and CEO
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Employee