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EXHIBIT 10 (ii)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and
entered into as of August 28, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and JOSEPH C. SCULLY
(the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Restated Employment Agreement, dated as of December 19, 1994, 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 first sentence of the first paragraph of Section 9 (b) of
the Agreement is hereby amended to add the following two events to the end of
the sentence:
"; or (ix) the Company or the Bank enters into a binding
agreement with respect to any merger or consolidation of the
Company or the Bank other than (A) a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the another person) more than 80% of the
combined voting power of the voting securities of the Company
(or such other person) outstanding immediately after such
merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 25%
of the combined voting power of the Company's then outstanding
securities, provided that a change in control will not be
deemed to have occurred under this clause (ix) if the Board of
Directors of the Company has made a determination (by
resolution adopted by the affirmative vote of at least
two-thirds (2/3) of the members of the Board in office
immediately prior to such transaction) that such action does
not or will not constitute a change in control, and further
provided that a change in control shall no longer be deemed to
have occurred upon the termination of such agreement for any
reason whatsoever; or (x) the Company or the Bank enters into
a binding agreement with respect to any merger or
consolidation of the Company or the Bank with any other person
(or a subsidiary of a person) having total consolidated assets
as of the date of its most recently prepared quarterly balance
sheet in an amount that is at least 60% of the Company's total
consolidated assets at such date, provided that a change in
control will not be deemed to have occurred under this clause
(x) if the Board of Directors of the Company has made a
determination (by resolution adopted by the
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affirmative vote of at least two-thirds (2/3) of the members
of the Board in office immediately prior to such transaction)
that such action does not or will not constitute a change in
control, and further provided that a change in control shall
no longer be deemed to have occurred upon the termination of
such agreement for any reason whatsoever."
2. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
3. 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.
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__________________________________
Patrick J. Agnew
President
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
_____________________________ By_________________________________
Patrick J. Agnew
President
EMPLOYEE
___________________________________
JOSEPH C. SCULLY
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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and
entered into as of August 28, 1995, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and PATRICK J. AGNEW
(the "Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Restated Employment Agreement, dated as of December 19, 1994, 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 first sentence of the first paragraph of Section 9 (b) of
the Agreement is hereby amended to add the following two events to the end of
the sentence:
"; or (ix) the Company or the Bank enters into a binding
agreement with respect to any merger or consolidation of the
Company or the Bank other than (A) a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the another person) more than 80% of the
combined voting power of the voting securities of the Company
(or such other person) outstanding immediately after such
merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 25%
of the combined voting power of the Company's then outstanding
securities, provided that a change in control will not be
deemed to have occurred under this clause (ix) if the Board of
Directors of the Company has made a determination (by
resolution adopted by the affirmative vote of at least
two-thirds (2/3) of the members of the Board in office
immediately prior to such transaction) that such action does
not or will not constitute a change in control, and further
provided that a change in control shall no longer be deemed to
have occurred upon the termination of such agreement for any
reason whatsoever; or (x) the Company or the Bank enters into
a binding agreement with respect to any merger or
consolidation of the Company or the Bank with any other person
(or a subsidiary of a person) having total consolidated assets
as of the date of its most recently prepared quarterly balance
sheet in an amount that is at least 60% of the Company's total
consolidated assets at such date, provided that a change in
control will not be deemed to have occurred under this clause
(x) if the Board of Directors of the Company has made a
determination (by resolution adopted by the affirmative vote
of at least two-thirds (2/3) of the members of the Board in
office immediately prior to such
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transaction) that such action does not or will not constitute
a change in control, and further provided that a change in
control shall no longer be deemed to have occurred upon the
termination of such agreement for any reason whatsoever."
2. Except as amended hereby, the Agreement shall continue and
shall remain in full force and effect in all respects.
3. 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.
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
____________________________________
PATRICK J. AGNEW
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