FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
BETWEEN XXXXXXX NATIONAL CORPORATION AND XXXXX X. XXXXXXXX
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THIS AGREEMENT, made and entered into this 7th day of July, 1998 by and
between Xxxxxxx National Corporation, its subsidiaries and affiliates
(herinafter called the "Corporation") and Xxxxx X. Xxxxxxxx (hereinafter called
the "Executive") is the First Amendment to a Supplemental Executive Retirement
Agreement dated December 24, 1996, by and between the Corporation and
Executive.
Executive and Corporation hereby agree to amend the Agreement by deleting
2.01(a)(1), re-numbering 2.01(a)(2) and (3) as 2.01(a)(1) and (2), and by
changing the last phrase of 2.01(a) to read "reduced by the sum of (1) and (2)
below."
All other terms and conditions of the Agreement continue in full force
and effect.
XXXXXXX NATIONAL CORPORATION
Attest: /s/Xxxxx X. Xxxxxxxx By:/s/Xxxxxxxx X. Xxxxx
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/s/Xxxxx X. Xxxxxxxx /s/Xxxxx X. Xxxxxxxx
________________________________ __________________________
Witness Xxxxx X. Xxxxxxxx
SECOND AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
BETWEEN XXXXXXX NATIONAL CORPORATION AND XXXXX X. XXXXXXXX
THIS AGREEMENT, made and entered into this 22nd day of December, 1998 by and
between Xxxxxxx National Corporation, its subsidiaries and affiliates
(hereinafter called the "Corporation") and Xxxxx X. Xxxxxxxx (hereinafter
called the "Executive") is the Second Amendment to a Supplemental Executive
Retirement Agreement dated December 24, 1996, by and between the Corporation
and Executive.
In consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Executive and
Corporation hereby agree to amend the Agreement as follows:
1. The phrase "thirty-six (36) consecutive calendar months" in
2.02 shall be deleted and the following inserted in its place:
"three (3) calendar years, whether or not consecutive".
2. The following shall be inserted at the end of 2.02:
"In the event that the Executive works less than an entire calendar
year, the Executive's salary shall be annualized for that calendar year
for the purposes of this section."
All other terms and conditions of the Agreement continue in full force and
effect.
Attest: XXXXXXX NATIONAL CORPORATION
/s/Xxxxx X. Xxxxxxxx By:/s/Xxxxxxxx X. Xxxxx
___________________________________ __________________________________
/s/Xxxxx X. Xxxxxxxx /s/Xxxxx X. Xxxxxxxx
___________________________________ _________________________________
(Witness) Xxxxx X. Xxxxxxxx