March 1, 1995
[SEE SCHEDULE A]
Xxxxxx Corporation
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Re: Executive Security Plan
Dear ___________:
You have advised me that my eligibility to receive retirement benefits
under the Xxxxxx Supplemental Executive Retirement Plan ("SERP") adopted
effective October 1, 1994 is conditioned upon the waiver of my rights and the
rights of my beneficiaries to receive retirement and related post-retirement
death benefits under the Executive Security Plan dated April 1, 1986 and the
Key Officer Participation Agreement dated April 8, 1986 executed by me in
connection with the Executive Security Plan. I acknowledge receipt of a copy
of the SERP, the Executive Security Plan and the Key Officer Participation
Agreement; and having read them, and in order to be eligible for retirement
benefits under the SERP:
I hereby elect to participate in the SERP;
I hereby waive all rights that I or any of my beneficiaries, including
my estate, may ever have to receive a death benefit under Article 3 of the
Executive Security Plan or Section 1 of my Key Officer Participation
Agreement if prior to my death I or my surviving spouse shall have been
entitled to receive, or shall in fact have been receiving, retirement
benefits under Article VI of the SERP;
I also hereby waive all my rights that I or any of my beneficiaries,
including my estate, may now or hereafter have to receive any retirement
benefits under Article 4 of the Executive Security Plan and Section 2 of my
Key Officer Participation Agreement;
________________________
March 1, 1995
Page 2
I hereby release Xxxxxx Corporation and its successors and assigns
("Xxxxxx") from any and all responsibility, liability and obligation to make
or pay any death benefit to any of my beneficiaries, including my estate,
under Article 3 of the Executive Security Plan and Section 1 of my Key
Officer Participation Agreement if, prior to my death, I or my surviving
spouse shall have been entitled to receive, or shall in fact have been
receiving, retirement benefits under Article VI of the SERP and to make or
pay any benefits to me or my beneficiaries under Article 4 of the Executive
Security Plan and Section 2 of my Key Officer Participation Agreement. I
further agree, if any claim shall be made by me or my beneficiaries,
including my estate, against Xxxxxx for any such payment pursuant to Article
3 or 4 of the Executive Security Plan or pursuant to my Key Officer
Participation Agreement, I (or my estate, if applicable) will defend,
indemnify and hold Xxxxxx harmless from and against any such claim, including
reasonable legal fees incurred in connection with defending or resolving such
claim.
Very truly yours,
_______________________________
SCHEDULE A
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxx
