Exhibit 10 D
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Seventh Amendment to Deferred Compensation Agreement
with X. Xxxxxxx Xxxxxxx
Exhibit 10 D
SEVENTH AMENDMENT TO
DEFERRED COMPENSATION AGREEMENT
THIS SEVENTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENT is effective as
of February 22, 2001, by and between MERCANTILE-SAFE DEPOSIT & TRUST COMPANY
(the "Corporation") and X. XXXXXXX XXXXXXX (the "Employee").
WHEREAS, Corporation and Employee entered into a Deferred Compensation
Agreement dated September 30, 1982, and a First Amendment thereto dated October
24, 1983, and a Second Amendment thereto dated March 13, 1984, and a Third
Amendment thereto dated January 1, 1987, and a Fourth Amendment thereto dated
December 8, 1987, and a Fifth Amendment thereto dated January 1, 1989, and a
Sixth Amendment thereto dated February 1, 1999 (the "Agreement"); and
WHEREAS, the Agreement specifies in part that Employee is entitled to
certain supplemental retirement benefits upon the termination of his employment;
and
WHEREAS, it is contemplated that Employee's employment will terminate on or
about March 1, 2001; and
WHEREAS, Corporation desires Employee to continue to provide services to
Corporation in a consulting capacity and Employee has agreed to render such
services; and
WHEREAS, Employee has entered into a consulting agreement with Corporation
and Mercantile Bankshares Corporation commencing on March 1, 2001 and ending on
February 29, 2004; and
WHEREAS, Employee and Corporation desire to have certain of Employee's
supplemental retirement benefits commence at the termination of his consulting
agreement and to adjust the amount of such payments.
NOW, THEREFORE, in order to carry out the purposes of the Agreement, in
consideration of the foregoing and for other good and valuable consideration,
receipt of which is hereby acknowledged, Corporation and Employee hereby agree
as follows:
FIRST CHANGE
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Section 5 shall be deleted in its entirety and the following substituted in
lieu thereof:
"5. Normal Benefit. If Employee remains in Corporation's active
employ until Employee attains age sixty (60), Employee shall be entitled to
receive, commencing on the date described below, an annual benefit until
the later of (i)
Employee's death, or (ii) the expiration of the minimum term set forth
below in this Section 5. This benefit is expressed on an annual basis but
shall be payable monthly. The amount of the benefit and the minimum term
are as follows:
Annual Benefit Minimum Term
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$242,000 15 years
Monthly payment of this benefit shall commence on March 1, 2004.
Notwithstanding the foregoing, in the event that Employee continues to
perform services for Corporation after March 1, 2004 as a member of the
board of directors of or as a consultant to the Corporation or Mercantile
Bankshares Corporation, then Corporation, in its sole and absolute
discretion, may elect to defer commencement of Employee's benefit under
this Section 5 for a period of up to two (2) additional years."
SECOND CHANGE
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The caption and the first sentence of Section 7 shall be deleted in their
entireties and the following substituted in lieu thereof:
"7. Death Prior to Commencement of Benefit. If Employee shall die
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prior to March 1, 2004 (or prior to such later date in the event
Corporation determines to defer the commencement of his benefits hereunder,
as provided in Section 5), Corporation shall provide his beneficiary (as
determined under Section 11 hereof) with monthly payments for a period of
fifteen (15) years from the date of Employee's death, according to the
following schedule:
Date of Death Annual Benefit
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3/1/01 - 2/28/02 $ 178,500
3/1/02 - 2/28/03 201,215
3/1/03 - 2/29/04 227,496
3/1/04 - 2/28/06 242,000"
THIRD CHANGE
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The caption of Section 10 shall be deleted in its entirety and the
following substituted in lieu thereof:
"10. Death After Commencement of Benefit."
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In all other respects, the provisions of the Agreement, as heretofore
amended, remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment
to the Agreement as of the day and year first above written.
ATTEST: MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
/s/ Xxxx X. Xxxxxx By:/s/ J. Xxxxxxxx Xxxx
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J. Xxxxxxxx Xxxx, President
WITNESS:
/s/ Xxxx X. Xxxxxx /s/ X. Xxxxxxx Xxxxxxx
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X. Xxxxxxx Xxxxxxx
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