EXHIBIT 10.2
AMENDMENT NO. 1 TO EXECUTIVE CONTINUITY AGREEMENT BETWEEN
TRIGON INSURANCE COMPANY AND
XXXXXX X. XXXXX, XX.
This Amendment No. 1 to the Executive Continuity Agreement
dated as of September 16, 1998 between Trigon Insurance Company (the
"Company") and Xxxxxx X. Xxxxx, Xx. ("Executive"), is made as of this 19th
day of May 1999.
RECITALS
The Company and Executive are parties to an Executive Continuity
Agreement made as of September 16, 1998 (the "Executive Continuity Agreement")
and desire to amend the Executive Continuity Agreement in the manner
hereinafter set forth.
NOW THEREFORE, in consideration of the premises, the parties
agree as follows:
1. Paragraph 8.2 of the Executive Continuity Agreement is hereby
deleted and the following is substituted in its place:
8.2 Coordination with Employment Agreement. Executive and the
Company are parties to an Employment Agreement dated as of May
19, 1999 as the same may from time to time be amended (the
"Employment Agreement"). If a Compensable Termination occurs,
then the Employment Agreement shall be terminated and
cancelled effective as of the date on which Executive's
employment terminates, and neither party to the Employment
Agreement shall have any obligation thereunder to the other.
If Executive's employment terminates under circumstances that
do not constitute a Compensable Termination, then the Employment
Agreement shall remain in full force and effect.
2. Except to the extent provided in this Amendment No. 1, the
Executive Continuity Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 1 as of the day and year first above written.
TRIGON INSURANCE COMPANY
By: -----------------------------------
Xxxxxx X. Xxxx, Chairperson
Human Resources, Compensation and
Employee Benefits Committee
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XXXXXX X. XXXXX, XX.