EXHIBIT 10(bb)
AMENDMENT NO. 1
Pursuant to Section 14 of that certain Employment
Agreement by and between Xxxxxx International, Inc. ("Company")
and Xxxxxx X. Xxxxxx ("Executive") dated as of the 22nd day of
August, 1994 ("Agreement"), the parties hereby amend and modify
such Agreement ("Amendment No. 1") and agree that effective from
and after the 11th day of October, 1998, the following be added
as a new Section 5.3 (c):
"(c) As of Executive's date of termination as described
in this Section 5.3, any offset that would otherwise be
applicable to the benefit payable to Executive under the Xxxxxx
Deferred Compensation Plan adopted October 9, 1998 (or any
successor or substitute plan "SERP") for benefits payable under a
prior employer's retirement plan (whether qualified or non-
qualified) shall not apply, and Executive's SERP shall be
calculated without regard to any such offset."
IN WITNESS WHEREOF, the parties have executed this
Amendment No. 1 effective October 11, 1998.
EXECUTIVE:
_____________________________
XXXXXX X. XXXXXX
Executive Vice President &
Chief Financial Officer
COMPANY:
XXXXXX INTERNATIONAL, INC.
By: ___________________________
XXXX X. PANETTIERE
President
& Chief Executive Officer
Witness:_____________________
_____________________________
Notary Public
