AMENDMENT TO DEATH BENEFITS AGREEMENT
Exhibit
10.12
Amendment
dated January 28, 2002 to Death Benefits Agreement between NBT Bancorp Inc., NBT
Bank, National Association and Xxxxx X. Xxxxxxxx made August 22,
1995.
AMENDMENT
TO DEATH BENEFITS AGREEMENT
THIS AGREEMENT
(this "Agreement") is made and entered into effective as of
the 28 day of January, 2002, by and among NBT BANCORP
INC., a Delaware corporation, and NBT Bank, N.A., a national banking
association organized under
the laws of the United States (hereinafter
referred to collectively as the "Bank"), Xxxxx X. Xxxxxxxx
(the "Employee").
WHEREAS,
the Bank and the Employee have entered to that certain
Death Benefits Agreement dated as of
August 22, 1995 (the "1995 Agreement");
WHEREAS,
the 1995 Agreement may be amended by a written instrument signed by the Bank and
the Employee; and
WHEREAS,
the Bank and the Employee desire to amend the 1995 Agreement as set out in this
Agreement.
NOW,
THEREFORE, the parties agree as follows:
1. Section
1 of Article IX of the 1995 Agreement is amended to read in its entirety as
follows:
THIS
AGREEMENT MAY BE TERMINATED AT ANY TIME WHILE THE EMPLOYEE IS
LIVING BY A WRITTEN INSTRUMENT SIGNED BY THE
BANK AND THE EMPLOYEE, PROVIDED, THAT THE BANK MAY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO THE EMPLOYEE AT ANY TIME AFTER THE EMPLOYEE HAS
CEASED TO BE THE CHAIRMAN OF THE BANK OTHER THAN
BECAUSE OF HIS DEATH; AND, IN
ANY EVENT, THIS AGREEMENT WILL TERMINATE UPON TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT WITH THE BANK FOR ANY REASON OTHER THAN
HIS DEATH.
2. The
following new sentence is added to the end of Article X of the 1995
Agreement:
WITHOUT
LIMITING THE FOREGOING, FOLLOWING TERMINATION OF THIS AGREEMENT, TO
THE EXTENT PERMITTED BY THE POLICY, THE BANK MAY DESIGNATE ANY
OFFICER OR OTHER
EMPLOYEE OF THE BANK AS THE INSURED
UNDER THE POLICY AND MAY CONTINUE THIS
AGREEMENT WITH SUCH OFFICER OR EMPLOYEE.
3. The
foregoing amendments shall be effective upon the date of this
Agreement.
4. In
other respects, the 1995 Agreement shall continue in full force and effect. The
parties hereby execute this Agreement as follows:
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By:
/s/ Xxxxxx Xxxxxxxxx Xx.
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Date: 1/28/02
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Its: Chairman
Compensation Committee
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NBT
BANK, NATIONAL ASSOCIATION
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By:
/s/ Xxxxxxx X. Xxxxxxx
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Date: 1/28/02
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Its: Secretary
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Date: 1/28/02
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/s/ Xxxxx X. Xxxxxxxx
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XXXXX
X. XXXXXXXX
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