Exhibit 10(n)
FIRST AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT made the 21st day of January, 1997, by and among DAUPHIN
DEPOSIT CORPORATION, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and having its principal place of business in
Harrisburg, Pennsylvania (the "Corporation"), DAUPHIN DEPOSIT BANK AND TRUST
COMPANY, a wholly-owned bank subsidiary of the Corporation organized and
existing under the laws of the Commonwealth of Pennsylvania and having its
principal place of business in Harrisburg, Pennsylvania (the "Bank") and
_________________________ (the "Executive").
WHEREAS, the Corporation, the Bank and the Executive (collectively, the
"Parties") entered into a Change in Control Agreement dated
____________________ (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement; and
WHEREAS, Section 4.3 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the Parties.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the Parties agree as follows:
1. Subsection 1.1 is amended by the addition of the following, immediately
to the end thereof:
If any of the events described in Section 1.1(B) occurs and the Executive does
not immediately thereafter terminate his employment, any subsequent
termination of the Executive's employment by the Executive following such
event or any other event described in Section 1.1(B) and within two years of
the date of any "Change in Control" shall constitute a "Termination Pursuant
to a Change in Control."
2. The last sentence of Subsection 1.2(A) is amended to read: "Each
payment during the two (2) year payment period set forth in this Paragraph (A)
shall not be reduced by any income earned by the Executive from any source
during that two (2) year payment period, and the Executive shall have no duty to
mitigate damages by earning income during that period; and".
3. The Agreement, amended as set forth above, is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
day and year first above written.
ATTEST: DAUPHIN DEPOSIT CORPORATION
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[Seal]
ATTEST: DAUPHIN DEPOSIT BANK
AND TRUST COMPANY
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[Seal]
WITNESS: [EXECUTIVE]
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