Exhibit 10(x)
Amendment
to
Executive Annuity Agreement
---------------------------
Amending Agreement dated as of January 27, 1997 by and between Xxxxxxx
Xxxxx & Co., Inc. ("ML & Co.") and Xxxxxx X. Xxxxx (the "Executive").
WHEREAS, ML & Co. and the Executive entered into an Executive Annuity
Agreement dated July 24, 1991, which agreement was amended as of April 30, 1992,
(the "Executive Annuity Agreement"); and
WHEREAS, ML & Co. desires to further amend the Executive Annuity Agreement
to provide for an inflation adjustment to the maximum amount which may become
payable thereunder and to make a technical change to the manner in which such
maximum amount is determined; and
WHEREAS, the Executive is agreeable to such amendment;
NOW, THEREFORE, in consideration of the foregoing and the continuation of
the Executive Annuity Agreement and the Executive's further services for ML &
Co., ML & Co. and the Executive hereby agree that notwithstanding any provision
of Section 6 of the Executive Annuity Agreement to the contrary, the Executive
Annuity Agreement is hereby amended, effective as of January 27, 1997 as follow:
1. Section 1 is amended by adding the following two new definitions
following the definition of "401(k) Savings Plan" therein:
"'Index Value' means the 'Personal Consumption Expenditures' index
amount published by the Economics and Statistics Administration of
the U.S. Department of Commerce for the period ending on the
December 31 or June 30 immediately prior to the relevant date or, if
such index amount is no longer published on a regular basis, such
successor index published by an agency or instrumentality of the
United States government as the Committee determines in its sole and
absolute discretion to most closely replace that index.
'Initial Index Value' means the Index Value as of January 1, 1997."
2. The last sentence of the first paragraph of Section 3 is amended to
read as follows:
"Notwithstanding the foregoing, however, the sum of the amount
payable annually to or in respect of the Executive under this
Agreement shall not exceed (i) $1,620,000, if the Executive's
Executive Annuity is payable as a Life Annuity, or a 10-year Certain
and Life Annuity as referred to in Section 4, or (ii) $1,370,000, if
the Executive's Executive Annuity is payable as a 50% or 100% Joint
and Survivor Life Annuity as referred to in Section 4, in either
case less the amount of the Executive's Qualified Retirement
Annuity."
3. Section 3 is amended by adding the following as a new second paragraph:
"The $1,620,000 and $1,370,000 limits established under the
preceding paragraph shall be adjusted as of each December 31 and
June 30 prior to the earlier of the Executive's Retirement or death
by multiplying the respective amount by a fraction, the numerator of
which is the Index Value as of the relevant date and the denominator
of which is the Initial Index Value; provided that no adjustment
shall be made as of any December 31 or June 30 if such adjustment
would result in a decrease in the limit then in effect."
4. The last paragraph of Section 3 is amended by deleting the initial word
"The" and by inserting "Following the Executive's Retirement or death, the" in
lieu thereof.
IN WITNESS WHEREOF, the Executive and ML & Co. have duly executed this
Agreement.
Xxxxxxx Xxxxx & Co., Inc.
By: _______________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President,
Director of Human Resources
Executive
________________________________
Xxxxxx X. Xxxxx
