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SUPPLEMENTAL AGREEMENT
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This Supplemental Agreement ("Agreement") is made and
entered into as of the 29th day of February, 1996, by and between
Magna Group, Inc., a Delaware corporation ("Magna"), and Xxxx X.
Xxxxxxxx, Xx. ("Executive").
W I T N E S S E T H
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WHEREAS, Executive has been employed by Illinois State
Bank and Trust, an Illinois state-chartered bank ("Bank"), most
recently as its Chairman, and has been responsible for substantial
growth and profitability of the business of Bank; and
WHEREAS, Magna and River Bend Bancshares, Inc., an
Illinois corporation and the sole shareholder of Bank ("River
Bend"), are parties to that certain Agreement and Plan of
Reorganization dated October 11, 1995, as amended as of November
27, 1995 (the "Merger Agreement"), whereby Magna will acquire
indirect control of Bank (the "Merger"); and
WHEREAS, in connection with the Merger, the Board of
Directors of Magna (the "Board of Directors") shall cause Executive
to be appointed to the Board of Directors; and
WHEREAS, in connection with the Merger, Executive will
retire as an officer and employee of Bank; and
WHEREAS, Magna and Executive have made arrangements to
assure that (i) Executive and his immediate dependents will be
entitled to purchase health insurance and (ii) Executive will not
provide services or assistance to other organizations that are or
may in the future be in competition with the businesses of Magna.
NOW, THEREFORE, in consideration of the mutual covenants
and promises contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
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ARTICLE 1 - RETIREMENT
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1. Resignation as Chief Executive Officer, Etc. On
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February 29, 1996 ("Executive's Retirement Date"), Executive shall
resign his positions as President and Chief Executive Officer of
River Bend and as Chairman of Bank.
2. Retirement Benefits. If Executive retires from his
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employment with River Bend and Bank on his Retirement Date,
Executive and his spouse shall be entitled from and after
Executive's Retirement Date through the date on which Executive
attains the age of 65 (the "Term"), and each of Executive's
children shall be entitled, from and after the Executive's
Retirement Date through the earlier of (i) the date on which
Executive attains the age of 65 or (ii) the later of the date on
which (A) such child attains the age of 21 or (B) ceases to be a
full-time student (excluding summer and other customary breaks),
but in no event later than the age on which such child attains the
age of 25, to be covered, at Executive's sole cost and expense,
under Magna's major medical health insurance plan with such
coverage to be the same as or comparable to those that are in
effect during said period for the officers of Magna and their
dependents.
3. Other Conditions. Magna shall, at its expense,
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provide Executive with an office, telephone, mail and secretarial
services during the Term of this Agreement; provided, however,
Executive shall have no authority over any employee or officer of
Magna.
ARTICLE 2 - MISCELLANEOUS
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1. Restrictive Covenants. Beginning on Executive's
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Retirement Date and continuing through the period ending three
years after Executive ceases to be a member of the Board of
Directors, Executive shall not, without the prior written approval
of the Board of Directors, become an officer, employee, agent,
partner or director of any business enterprise in substantial
direct competition (as hereinafter defined) with Magna.
For purposes of this Section 1, a business enterprise
with which the Executive becomes associated as an officer,
employee, agent, partner or director shall be considered in
substantial direct
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competition with Magna if such entity (i) competes with Magna in any
business in which Magna is engaged as of Executive's Retirement Date
or at any time during the Term of this Agreement and (ii) is within
Magna's market area (as defined herein). Magna's market area is
defined for this purpose as the area which constitutes central and
southern Illinois and the eastern one-half of the State of Missouri
and, if Magna becomes the successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) after the date hereof to
all or substantially all of the business and/or assets of another
business enterprise, the geographical areas in which such predecessor
business enterprise conducts substantial business activity. In the
event any court shall determine that such area where competition is
prohibited or the time period during which competition is
prohibited is overbroad, then the area or time where such
competition is prohibited shall be reduced appropriately as the
court may determine is necessary to make this Article 2, Section 1
enforceable. Notwithstanding the foregoing, Executive shall be
able to purchase shares of capital stock in financial institutions
that are publicly traded as long as Executive's ownership interest
in any such institution would be less than five percent of the
total outstanding shares of capital stock of such institution.
2. Confidential Information. The Executive shall hold
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in a fiduciary capacity for the benefit of Magna all secret or
confidential information, knowledge or data relating to River Bend,
Bank or Magna or any of their affiliated companies, and their
respective businesses, which shall have been obtained by Executive
and which shall not be or become public knowledge (other than by
acts of the Executive or representatives of the Executive in
violation of this Agreement). After termination of this Agreement,
Executive shall not, without the prior written consent of Magna, or
as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other
than Magna and those designated by it.
3. Executive Assignment. No interest of Executive
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under this Agreement, shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment or other
alienation or encumbrance of any kind, nor may such interest be
taken, voluntarily or involuntarily, for the
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satisfaction of the obligations or debts of, or other claims against,
Executive including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
4. Benefits Unfunded. All rights of Executive
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hereunder shall at all times be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of
Magna for payment of any amounts due hereunder. Executive shall
not have any interest in or rights against any specific assets of
Magna and he shall have only the rights of a general unsecured
creditor of Magna.
5. Waiver. The failure of either party to object to or
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to take affirmative action with respect to any conduct of the other
party which is in violation of the provisions of this Agreement
shall not be construed as a waiver of that violation nor of any
future violation of the provisions of this Agreement. Any such
waiver, in order to be effective in the first instance, must be in
writing and signed by the party against whom the waiver is
asserted. A waiver by either party at any time of any breach by
the other party of, or compliance with, any provision of this
Agreement shall not be deemed or construed to be a waiver of any
subsequent breach by the other party of such provision or a waiver
of any other provisions of this Agreement.
6. Litigation Expenses. In the event that a party
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breaches any of the provisions of this Agreement, the breaching
party shall pay all costs and expenses incurred by the non-
breaching party in enforcing such provisions and/or in pursuing the
non-breaching party's remedies for such breach, including
reasonable attorneys' fees.
7. Remedies For Breach. In the event of a breach or
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threatened breach by either party of any of such party's duties or
obligations hereunder, the non-breaching party shall, in addition
to any other remedies available hereunder or under law, be entitled
to a temporary or permanent injunction restraining such breach or
threatened breach and/or a court order requiring the breaching
party to specifically perform his or its duties and obligations
hereunder.
8. Applicable Law. The Agreement shall be construed,
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interpreted and enforced pursuant to the internal laws of the State
of Illinois, without regard to its conflict of law rules.
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9. Entire Agreement. This Agreement contains the
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entire agreement between Magna and Executive and supersedes any and
all previous agreements, written or oral, between the Executive and
River Bend and/or Bank relating to the subject matter hereof. No
amendment or modification of the terms of this Agreement shall be
binding upon the parties hereto unless reduced to writing and
signed by Employer and Executive.
10. Counterparts. This Agreement may be executed in
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counterparts, each of which shall be deemed an original.
11. Severable Provisions. If any term, covenant or
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condition of this Agreement or the application thereof to any
person or circumstance shall be held to be invalid or
unenforceable, the remainder of this Agreement or the application
of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant or condition
of this Agreement shall be valid and be enforced to the fullest
extent permitted by law.
12. Binding Effect. The Agreement shall be binding upon
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and inure to the benefit of the parties hereto and their respective
heirs, personal representatives and successors.
13. Notices. Notices required under this Agreement
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shall be in writing and sent by certified or registered mail,
return receipt requested, to the following addresses or to such
other address as the party being notified may have previously
furnished to the other by written notice:
If to Employer: Magna Group, Inc.
One Magna Place
0000 Xxxxx Xxxxxxxxx Xxxx.
Xx. Xxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
If to Executive: Xxxx X. Xxxxxxxx, Xx.
P. O. Xxx 000
Xxxx Xxxxx, Xxxxxxxx 00000
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IN WITNESS WHEREOF, Executive has hereunto set his hand,
and Magna has caused these presents to be executed in its name on
its behalf, as of the day and year first above written.
MAGNA GROUP, INC.
By: /s/ G. Xxxxxx Xxxxx
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G. Xxxxxx Xxxxx
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx.
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