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EXHIBIT 10 (iii)
AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
This Amendment to Severance Payment Agreement ("Amendment") is made
and entered into as of May 22, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and THOMAS J.
RINELLA (the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992, as amended (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The second sentence of the first paragraph of Section 2(a) of
the Agreement is hereby amended to read in its entirety as follows:
"Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as
defined in Section 2[e] below), but not less than such
compensation calculated as of the end of the fiscal year
preceding such change in control, if the Employee voluntarily
terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof), which payment shall be made by the
Company or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's
termination was either voluntary with Good Reason or
involuntary (other than for "Cause"), which payment shall be
made by the Company or the Bank."
2. Section 3 of the Agreement is hereby amended to read in its
entirety as follows:
"3. Allocation of Payments. Notwithstanding any other
provisions of this Agreement, the obligations of the Bank to
make payments hereunder shall be limited to the amount of such
payments permitted by Regulatory Bulletin 27a issued by the
OTS or any other applicable law or regulation in effect from
time to time during the term of this Agreement. All
additional payments contemplated under the terms of this
Agreement in excess of the amount indicated in the preceding
sentence, including but not limited to the payment
contemplated under subpart (i) of the second sentence of
Section 2(a) of this Agreement, shall be an obligation
of the Company only."
3. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
4. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed
this Amendment or have caused this Amendment to be executed on their behalf, as
of the date first above written.
ATTEST: ST. PAUL BANCORP, INC.
_____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
_____________________________________
THOMAS J. RINELLA
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AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
This Amendment to Severance Payment Agreement ("Amendment") is made
and entered into as of May 22, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and DONALD G. ROSS
(the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992, as amended (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The second sentence of the first paragraph of Section 2(a) of
the Agreement is hereby amended to read in its entirety as follows:
"Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as
defined in Section 2[e] below), but not less than such
compensation calculated as of the end of the fiscal year
preceding such change in control, if the Employee voluntarily
terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof), which payment shall be made by the
Company or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's
termination was either voluntary with Good Reason or
involuntary (other than for "Cause"), which payment shall be
made by the Company or the Bank."
2. Section 3 of the Agreement is hereby amended to read in its
entirety as follows:
"3. Allocation of Payments. Notwithstanding any other
provisions of this Agreement, the obligations of the Bank to
make payments hereunder shall be limited to the amount of such
payments permitted by Regulatory Bulletin 27a issued by the
OTS or any other applicable law or regulation in effect from
time to time during the term of this Agreement. All
additional payments contemplated under the terms of this
Agreement in excess of the amount indicated in the preceding
sentence, including but not limited to the payment
contemplated under subpart (i) of the second sentence of
Section 2(a) of this Agreement, shall be an obligation of the
Company only."
3. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
4. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment or have
caused this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
_____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
_____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
____________________________________
DONALD G. ROSS
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AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
This Amendment to Severance Payment Agreement ("Amendment") is made
and entered into as of May 22, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and CLIFFORD M.
SLADNICK (the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992, as amended (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The second sentence of the first paragraph of Section 2(a) of
the Agreement is hereby amended to read in its entirety as follows:
"Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as
defined in Section 2[e] below), but not less than such
compensation calculated as of the end of the fiscal year
preceding such change in control, if the Employee voluntarily
terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof), which payment shall be made by the
Company or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's
termination was either voluntary with Good Reason or
involuntary (other than for "Cause"), which payment shall be
made by the Company or the Bank."
2. Section 3 of the Agreement is hereby amended to read in its
entirety as follows:
"3. Allocation of Payments. Notwithstanding any other
provisions of this Agreement, the obligations of the Bank to
make payments hereunder shall be limited to the amount of such
payments permitted by Regulatory Bulletin 27a issued by the
OTS or any other applicable law or regulation in effect from
time to time during the term of this Agreement. All
additional payments contemplated under the terms of this
Agreement in excess of the amount indicated in the preceding
sentence, including but not limited to the payment
contemplated under subpart (i) of the second sentence of
Section 2(a) of this Agreement, shall be an obligation of the
Company only."
3. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
4. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment or have
caused this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
_____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
_____________________________________
CLIFFORD M. SLADNICK
2
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AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
This Amendment to Severance Payment Agreement ("Amendment") is made
and entered into as of May 22, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and ROBERT N. PARKE
(the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992, as amended (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The second sentence of the first paragraph of Section 2(a) of
the Agreement is hereby amended to read in its entirety as follows:
"Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as
defined in Section 2[e] below), but not less than such
compensation calculated as of the end of the fiscal year
preceding such change in control, if the Employee voluntarily
terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof), which payment shall be made by the
Company or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's
termination was either voluntary with Good Reason or
involuntary (other than for "Cause"), which payment shall be
made by the Company or the Bank."
2. Section 3 of the Agreement is hereby amended to read in its
entirety as follows:
"3. Allocation of Payments. Notwithstanding any other
provisions of this Agreement, the obligations of the Bank to
make payments hereunder shall be limited to the amount of such
payments permitted by Regulatory Bulletin 27a issued by the
OTS or any other applicable law or regulation in effect from
time to time during the term of this Agreement. All
additional payments contemplated under the terms of this
Agreement in excess of the amount indicated in the preceding
sentence, including but not limited to the payment
contemplated under subpart (i) of the second sentence of
Section 2(a) of this Agreement, shall be an obligation of the
Company only."
3. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
4. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment or have
caused this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
_____________________________ By__________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
_____________________________ By___________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
_____________________________________
ROBERT N. PARKE
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