Exhibit 4.1
XXXXXX CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT
First Amendment
Pursuant to Section 9.5 of the Xxxxxx Corporation Executive
Supplemental Retirement Agreement (the "Agreement"), dated as of December 5,
2002, by and between Xxxxxx Corporation (the "Company") and Xxxxxx X. Xxxxxx
(the "Executive"), the Company and the Executive each desire to amend the
Agreement, as follows:
1. Effective as of January 1, 2004, Article One of the Agreement is amended by
adding a new Section 1.6 immediately following Section 1.5 thereof, as follows:
"1.6 Employment Taxes. In addition to any other benefit payable
pursuant to this Agreement, the Executive shall be entitled to receive
an additional payment for each year, beginning after December 31, 2003,
equal to the amount of the Executive's net out-of-pocket expenses
related to any employment or similar tax which results from benefits
accrued under this Agreement and any payment made under this Section
1.6."
2. Except as so amended, the Agreement in all other respects is hereby
confirmed.
IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Agreement to be executed by its duly authorized officer, and the Executive has
hereunto set his hand, each on this 29th day of April, 2004.
XXXXXX CORPORATION
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, in his individual capacity Xxxxxx X. Xxxxxx
Vice President and Secretary
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