Exhibit 10(kk)
AMENDMENT TO CONSULTING AGREEMENT
AND SUPPLEMENTAL RETIREMENT PLAN
DATED AS OF DECEMBER 11, 1997,
BETWEEN M&I AND XX. X.X. XXXXXXXXX
AMENDMENT TO CONSULTING AGREEMENT
AND SUPPLEMENTAL RETIREMENT PLAN
This Amendment to the Consulting Agreement and Supplemental Retirement Plan
between X.X. Xxxxxxxxx ("Executive") and Xxxxxxxx & Xxxxxx Corporation (the
"Company") dated as of October 1, 1986 (the "Agreement") is dated as of the 11th
day of December, 1997.
WHEREAS, the five-year consulting period under the Agreement will end on
December 31, 1997; and
WHEREAS, because of the value of Executive's services to the Company, the
Company desires to continue the consulting relationship for an additional five-
year period and Executive has consented to same; and
WHEREAS, the Company wishes to provide Xx. Xxxxxxxxx with an office and
secretarial services for life.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Paragraph 2. In order to extend the consulting period for
an additional five years, the word "fifth" in the second line of Paragraph 2 is
deleted and the word "tenth" is substituted therefor.
2. Amendment to Paragraph 4B. In order to provide that Executive will
receive an office and secretarial services for life, the phrase "during the term
of this Agreement" in the third line of Paragraph 4B is deleted and the phrase
"for his life" is added at the end of Paragraph 4B.
3. Amendment to Paragraph 7A. Paragraph 7A is deleted in its entirety and
the following is substituted therefor:
"A. Successors and Assigns. (i) This Agreement shall be binding upon and
shall inure to the benefit of the Company, its successors and assigns, and
the Company shall require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to expressly
assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such
succession or assignment had taken place. The term "Company" as used
herein shall include such successors and assigns. The term "successors and
assigns" as used herein shall mean a corporation or other entity acquiring
all or substantially all the assets and business of the Company (including
this Agreement) whether by operation of law or otherwise.
(ii) Neither this Agreement nor any right or interest hereunder shall
be assignable or transferable by the Executive, nor shall Executive's
rights hereunder be subject to encumbrance or to the claims of the
Company's creditors. This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by Executive's
personal or legal representatives, Estate, executors, administrators, heirs
and beneficiaries."
4. Effect of Amendment. Except as specifically amended above, the
Agreement is hereby ratified and confirmed and shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as of
the date first above written.
XXXXXXXX & XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx, Chairman and Chief
Executive Officer
Attest: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary
/s/ X. X. Xxxxxxxxx
-----------------------------------------
X. X. Xxxxxxxxx
2
