AMENDMENT TO AGREEMENT
This shall serve as an amendment dated as of January 23, 1998 (this
"Amendment") to the Agreement dated as of January 30, 1997 (the "Agreement")
between Metromail Corporation (the "Company") and Xxxxxx X. Xxxxx (the
"Executive"). The parties agree as follows:
1. The Agreement and the terms, provisions, and definitions thereof shall
continue in full force and effect, except to the extent that the
Agreement is modified by this Amendment. The parties agree that the
Agreement is hereby modified and amended as set forth herein. To the
extent that any provision of this Amendment is inconsistent with the
Agreement, the terms of this Amendment shall control.
2. Section 2(a) of the Agreement is amended to read in its entirety as
follows:
2. Term of Agreement. (a) This Agreement shall commence on the date
hereof and shall continue until terminated by the Company as provided
in paragraph (b) of this Section 2; provided, however, that this
Agreement shall terminate in any event upon the first to occur of (i)
the Executive's death, (ii) termination of the Executive's employment
with the Company prior to a Change in Control, and (iii) the date
which is two years following the date of a Change in Control.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
METROMAIL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx
Senior Vice President, General Counsel
and Secretary
/s/ Xxxxxx X. Xxxxx
______________________________
Xxxxxx X. Xxxxx
Executive
