AMENDMENT TO
EXECUTIVE SALARY
CONTINUATION AGREEMENT
This Amendment (the "Amendment") to the Executive Salary Continuation
Agreement (the "Continuation Agreement") is made and entered as of this 21st day
of May, 2001 by and among XXXXX X. XXXXXXX (the "Executive"), FIRST NATIONAL
BANK OF HERMINIE, a national banking association ("FNH Bank"), FNH CORPORATION,
a Pennsylvania corporation and the parent corporation of FNH Bank ("FNH"),
PROMISTAR FINANCIAL CORPORATION, a Pennsylvania corporation ("Promistar") and
PROMISTAR BANK, a national banking association ("Promistar Bank");
WHEREAS, Promistar and FNH are parties to an Agreement and Plan of
Reorganization dated as of February 24, 2001 (the "Merger Agreement"), which
contemplates that FNH would merge with and into Promistar and FNH Bank would
merge with and into Promistar Bank (collectively, the "Mergers");
WHEREAS, the parties to this Amendment are parties to an Employment and
Severance Agreement dated as of the date hereof (the "Employment and Severance
Agreement") which will be effective as of the Effective Time (as defined in the
Merger Agreement) and contemplates an amendment to the Continuation Agreement;
and
WHEREAS, the parties hereby intend to evidence the amendment to the
Continuation Agreement contemplated by the Employment and Severance Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in
the Employment and Severance Agreement and as hereinafter set forth, the parties
hereto agree as follows:
1. TERMINATION OF THIS AMENDMENT TO THE CONTINUATION AGREEMENT.
If the Effective Time does not occur, this Amendment to the
Continuation Agreement shall be without force and effect and shall be terminated
in its entirety without action by any party upon termination of the Merger
Agreement. Without limiting the generality of the foregoing, if the Effective
Time does not occur, the Mergers will not occur, the Executive shall retain all
rights he has or may have with respect to FNH Bank under the Continuation
Agreement and neither Promistar nor Promistar Bank will have any obligations to
the Executive under this Amendment to Continuation Agreement.
2. AMENDMENT TO SECTION IV OF CONTINUATION AGREEMENT.
Section IV of the Continuation Agreement is hereby amended to add the
following sentences at the end thereof to read as follows:
"Provided further, if, at or before the time of the consummation of the
merger of the Bank with and into Promistar Bank, the shareholders of FNH
Corporation, a Pennsylvania corporation and the parent corporation of the Bank
("FNH"), approve the elimination of offsets under Section IV of this Executive
Salary Continuation Agreement as contemplated under Section 6 of that certain
Employment and Severance Agreement by and among the Executive, the Bank, FNH,
Promistar and Promistar Bank dated as of May __, 2001, (i) the second sentence
of this Section IV shall no longer have any force and effect, (ii) there shall
be no offset to the benefit determined under the first sentence of this Section
IV and (iii) an amount equal to the present value of the amounts due under this
Section IV shall be deposited in a grantor trust held by an institutional
trustee with trust powers."
2 EFFECT ON OTHER PROVISIONS OF THE CONTINUATION AGREEMENT.
Except as amended in this Amendment to Continuation Agreement, each
other provision of the Continuation Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to Executive
Salary Continuation Agreement to be executed and delivered as of the date first
above written.
WITNESS: EXECUTIVE
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------- ------------------------------
Xxxxx X. Xxxxxxx
ATTEST: FIRST NATIONAL BANK OF HERMINIE
/s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------- BY /s/ V. Xxxxx Xxxxxxx
------------------------------
Title: Secretary of Board
ATTEST: FNH CORPORATION
/s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------- BY /s/ Xxx X. Xxxxxx
------------------------------
Title: Director
ATTEST: PROMISTAR FINANCIAL CORPORATION
/s/ Xxxxx X. Xxxxxx
------------------------------- BY /s/ Xxxx X. Xxxxxxxx
Assistant Secretary ------------------------------
Title: Chairman & CEO
ATTEST: PROMISTAR BANK
/s/ Xxxxx X. Xxxxxx
------------------------------- BY /s/ Xxxxxx X. Xxxxxxx
Assistant Secretary ------------------------------
Title: Chairman, President & C.O.O.
