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EXHIBIT 10(f)
HERITAGE FINANCIAL SERVICES, INC.
AMENDMENT #1 TO 1995 DEFERRED COMPENSATION TRUST
THIS AMENDMENT #1 ("Amendment") to Trust Agreement dated January 19, 1995
(the "Agreement") is made as of the 19th day of November, 1996, by Heritage
Financial Services, Inc., an Illinois corporation ("Heritage"), and Xxxxxxxx X.
Xxxx, as trustee (the "Trustee").
WITNESSETH THAT:
WHEREAS, as of January 19, 1995, Heritage established certain benefits
under the Employment Agreements of Xxxxxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxxxx,
Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx and under the Employment Termination
Benefits Agreements of Xxxxxx X. Xxxxxx, Xxxx X. Xxxxx, Xxxxx X. Xxxxxxxx and
Xxxxxx X. Xxxxxx, which benefits were to become payable in the event of
termination of employment by Heritage after a change of control, and the
totality of such benefits for each one of those eight named individuals were
described in the Agreement as a "Plan" and collectively as the "Plans".
WHEREAS, as of January 19, 1995, Heritage and the Trustee entered into the
Agreement and thereby established a trust for the purpose of providing a method
for the orderly funding and payment of benefits payable under the Plans.
WHEREAS, since the establishment of the Plans and the aforesaid trust, the
Employment Termination Benefits Agreements of Xxxxxx X. Xxxxxx, Xxxxx X.
Xxxxxxxx and Xxxxxx X. Xxxxxx have been amended.
WHEREAS, as a result of the foregoing, it is desirable to amend the
Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings of the parties
hereto, IT IS AGREED by Heritage and the Trustee, that the Agreement shall be
and hereby is amended as follows:
Appendix A to the Agreement is hereby amended to read in its entirety as
set forth on the Appendix A which is attached to, and made a part of, this
Amendment.
IN WITNESS WHEREOF, Heritage and the Trustee have caused this Amendment to
be executed on their behalf as of the Amendment date indicated above.
HERITAGE FINANCIAL
SERVICES, INC.
By /s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxx , Trustee
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Its President Xxxxxxxx X. Xxxx, Trustee
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APPENDIX A--HERITAGE FINANCIAL SERVICES, INC. TRUST UNDER PLAN(S)
Individual Name of "Plan"
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Xxxxxxx X. Xxxxxx Amended and Restated Employment Agreement of Xxxxxxx X.
Xxxxxx dated as of January 19, 1995, including
particularly Sections 6, 7 and 8.(1)
Xxxxxxxxx X. Xxxxxxx Amended and Restated Employment Agreement of Xxxxxxxxx X.
Xxxxxxx dated as of January 19, 1995, including
particularly Sections 6, 7 and 8.(1)
Xxxxxx X. Xxxxxx Amended and Restated Employment Agreement of Xxxxxx X.
Xxxxxx dated as of January 19, 1995, including
particularly Sections 6, 7 and 8.(1)
Xxxx X. Xxxxxxx Amended and Restated Employment Agreement of Xxxx X.
Xxxxxxx dated as of January 19, 1995, including
particularly Sections 6, 7, and 8.(1)
Xxxx X. Xxxxx Amended and Restated Employment Termination Benefits
Agreement of Xxxx X. Xxxxx dated as of January 19, 1995,
including particularly Sections 2, 3, 4 and 5.(1)
Xxxxxx X. Xxxxxx Amended and Restated Limited Employment Termination
Benefits Agreement of Xxxxxx X. Xxxxxx dated as of
January 19, 1995 (2), including particularly Xxxxxxxx 0,
0, 0 xxx 0.(0)
Xxxxx X. Xxxxxxxx Amended and Restated Limited Employment Termination
Benefits Agreement of Xxxxx X. Xxxxxxxx dated as of
January 19, 1995 (2), including particularly Sections 2,
3, 4 and 5.(1)
Xxxxxx X. Xxxxxx Amended and Restated Limited Employment Termination
Benefits Agreement of Xxxxxx X. Xxxxxx dated as of
January 19, 1995 (2), including particularly Sections 2,
3, 4 and 5.(1)
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(1) and those Sections and provisions which are related to the listed Sections.
(2) and amended as of November 19, 1996.
