AMENDMENT NO. 2
TO
DEFERRED COMPENSATION AGREEMENT
AMENDMENT made as of October 14, 2004, to Deferred
Compensation Agreement made as of February 2, 2000 (the
"Original Agreement") and Amendment No. 1 to the Deferred
Compensation Agreement made as of March 20, 2003 (together
with the Original Agreement, the "Agreement"), by and
between Xxxxxx & Xxxxxx Group, Inc., a corporation
organized under the laws of the State of New York (the
"Company") and Xxxxxxx X. Xxxxxx (the "Executive").
WHEREAS, the Executive is entitled and wishes to have
any deferred compensation payable under the Agreement to be
deemed salary or other compensation to the Executive for
the purpose of computing benefits under the Company's
Executive Mandatory Retirement Benefit Plan;
NOW THEREFORE, the parties hereto agree as follows:
1. Amendment No. 1 to the Deferred Compensation
Agreement is hereby repealed and Section 7 of the Agreement
shall read as it did in the Original Agreement.
IN WITNESS WHEREOF, the Company has caused this
Amendment No. 2 to the Agreement to be executed by its duly
authorized officer and the Executive has executed this
Amendment No. 2 to the Agreement as of the date first
written above.
XXXXXX & XXXXXX GROUP, INC.
By:/s/ Xxx X. Xxxxxxxxxx
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Name: Xxx X. Xxxxxxxxxx
Title: President
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
