1
EXHIBIT 99.2
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFITS AGREEMENT
DATED DECEMBER 28, 1993, BETWEEN CITIZENS FEDERAL BANK, F.S.B. (THE "BANK"),
CITFED BANCORP, INC., THE OWNER OF ALL OF THE OUTSTANDING SHARES OF THE BANK
(THE "HOLDING COMPANY") AND HAZEL L. EICHELBERGER OF DAYTON, OHIO
("EXECUTIVE").
For valuable consideration, the Bank Holding Company and Executive desire
to amend Article V of the Amended and Restated Supplemental Benefits Agreement
dated December 28, 1993, by and between the above captioned parties.
Now, therefore, the parties agree that said Article V of said Amended and
Restated Supplemental Benefits Agreement shall be amended and restated to read
as follows:
ARTICLE V - MEDICAL AND DENTAL BENEFITS
Except as provided in this Article V following the date that
Executive ceases to be employed by the Bank, the Bank shall
continue to provide (at the Bank's expense) medical and dental
benefits to Executive and his current spouse for the remainder of
the lives of each of them to the same extent as provided by the
Bank and/or the Holding Company prior to such termination of
employment but only to the extent that reimbursement or payment
pursuant to Medicare or any other insurance coverage or by a prior
employer is not sufficient.
The medical benefits payable to Executive and/or to
Executive's current spouse are subject to any amendment made to
the Bank's and/or the Holding Company's medical benefits plan
which are implemented on a uniform and non-discriminatory basis
and shall be reduced by any medical benefits made available by
another employer following Executive's termination of employment
with the Bank and/or Holding Company (even if Executive elects not
to be covered by the medical benefits provided by a subsequent
employer).
On the occurrence of a Threatened Change of Control, as
defined in Section 16.05, the Bank and/or the Holding Company
shall transfer cash, marketable securities or other property to
the trust described in Section 4.06 in an amount to cause the
trust to have sufficient funds to continue to provide the benefits
provided by this Article V and Section 6.03.
2
In all other respects, all other terms and conditions of the Amended and
Restated Supplemental Benefits Agreement dated December 28, 1993, by and
between the Bank, the Holding Company and the Executive remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Bank, the Holding Company, and Executive have
executed this Amendment No. 1 to the aforesaid amended and restated
Supplemental Benefits Agreement as of this 20th day of September, 1996.
EXECUTIVE
/s/ Hazel L. Eichelberger
--------------------------------------
Hazel L. Eichelberger
CITIZENS FEDERAL BANK, F.S.B.
[the "Bank"]
By: /s/ Allen M. Hill
-----------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
CITFED BANCORP, INC.
[the "Holding Company"]
By: /s/ Allen M. Hill
-----------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
3
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFITS AGREEMENT
DATED DECEMBER 28, 1993, BETWEEN CITIZENS FEDERAL BANK, F.S.B. (THE "BANK"),
CITFED BANCORP, INC., THE OWNER OF ALL OF THE OUTSTANDING SHARES OF THE BANK
(THE "HOLDING COMPANY") AND JOHN H. CURP OF DAYTON, OHIO ("EXECUTIVE").
For valuable consideration, the Bank Holding Company and Executive desire
to amend Article V of the Amended and Restated Supplemental Benefits Agreement
dated December 28, 1993, by and between the above captioned parties.
Now, therefore, the parties agree that said Article V of said Amended and
Restated Supplemental Benefits Agreement shall be amended and restated to read
as follows:
ARTICLE V - MEDICAL AND DENTAL BENEFITS
Except as provided in this Article V following the date that
Executive ceases to be employed by the Bank, the Bank shall
continue to provide (at the Bank's expense) medical and dental
benefits to Executive and his current spouse for the remainder of
the lives of each of them to the same extent as provided by the
Bank and/or the Holding Company prior to such termination of
employment but only to the extent that reimbursement or payment
pursuant to Medicare or any other insurance coverage or by a prior
employer is not sufficient.
The medical benefits payable to Executive and/or to
Executive's current spouse are subject to any amendment made to
the Bank's and/or the Holding Company's medical benefits plan
which are implemented on a uniform and non-discriminatory basis
and shall be reduced by any medical benefits made available by
another employer following Executive's termination of employment
with the Bank and/or Holding Company (even if Executive elects not
to be covered by the medical benefits provided by a subsequent
employer).
On the occurrence of a Threatened Change of Control, as
defined in Section 16.05, the Bank and/or the Holding Company
shall transfer cash, marketable securities or other property to
the trust described in Section 4.06 in an amount to cause the
trust to have sufficient funds to continue to provide the benefits
provided by this Article V and Section 6.03.
4
In all other respects, all other terms and conditions of the Amended and
Restated Supplemental Benefits Agreement dated December 28, 1993, by and
between the Bank, the Holding Company and the Executive remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Bank, the Holding Company, and Executive have
executed this Amendment No. 1 to the aforesaid amended and restated
Supplemental Benefits Agreement as of this 20th day of September, 1996.
EXECUTIVE
/s/ John H. Curp
-----------------------------------
John H. Curp
CITIZENS FEDERAL BANK, F.S.B.
[the "Bank"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
CITFED BANCORP, INC.
[the "Holding Company"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
5
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFITS AGREEMENT
DATED DECEMBER 28, 1993, BETWEEN CITIZENS FEDERAL BANK, F.S.B. (THE "BANK"),
CITFED BANCORP, INC., THE OWNER OF ALL OF THE OUTSTANDING SHARES OF THE BANK
(THE "HOLDING COMPANY") AND JERRY L. KIRBY OF DAYTON, OHIO ("EXECUTIVE").
For valuable consideration, the Bank Holding Company and Executive desire
to amend Article V of the Amended and Restated Supplemental Benefits Agreement
dated December 28, 1993, by and between the above captioned parties.
Now, therefore, the parties agree that said Article V of said Amended and
Restated Supplemental Benefits Agreement shall be amended and restated to read
as follows:
ARTICLE V - MEDICAL AND DENTAL BENEFITS
Except as provided in this Article V following the date that
Executive ceases to be employed by the Bank, the Bank shall
continue to provide (at the Bank's expense) medical and dental
benefits to Executive and his current spouse for the remainder of
the lives of each of them to the same extent as provided by the
Bank and/or the Holding Company prior to such termination of
employment but only to the extent that reimbursement or payment
pursuant to Medicare or any other insurance coverage or by a prior
employer is not sufficient.
The medical benefits payable to Executive and/or to
Executive's current spouse are subject to any amendment made to
the Bank's and/or the Holding Company's medical benefits plan
which are implemented on a uniform and non-discriminatory basis
and shall be reduced by any medical benefits made available by
another employer following Executive's termination of employment
with the Bank and/or Holding Company (even if Executive elects not
to be covered by the medical benefits provided by a subsequent
employer).
On the occurrence of a Threatened Change of Control, as
defined in Section 16.05, the Bank and/or the Holding Company
shall transfer cash, marketable securities or other property to
the trust described in Section 4.06 in an amount to cause the
trust to have sufficient funds to continue to provide the benefits
provided by this Article V and Section 6.03.
6
In all other respects, all other terms and conditions of the Amended and
Restated Supplemental Benefits Agreement dated December 28, 1993, by and
between the Bank, the Holding Company and the Executive remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Bank, the Holding Company, and Executive have
executed this Amendment No. 1 to the aforesaid amended and restated
Supplemental Benefits Agreement as of this 20th day of September, 1996.
EXECUTIVE
/s/ Jerry L. Kirby
------------------------------------
Jerry L. Kirby
CITIZENS FEDERAL BANK, F.S.B.
[the "Bank"]
By: /s/ Allen M. Hill
--------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
CITFED BANCORP, INC.
[the "Holding Company"]
By: /s/ Allen M. Hill
--------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
7
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFITS AGREEMENT
DATED DECEMBER 28, 1993, BETWEEN CITIZENS FEDERAL BANK, F.S.B. (THE "BANK"),
CITFED BANCORP, INC., THE OWNER OF ALL OF THE OUTSTANDING SHARES OF THE BANK
(THE "HOLDING COMPANY") AND MARY L. LARKINS OF DAYTON, OHIO ("EXECUTIVE").
For valuable consideration, the Bank Holding Company and Executive desire
to amend Article V of the Amended and Restated Supplemental Benefits Agreement
dated December 28, 1993, by and between the above captioned parties.
Now, therefore, the parties agree that said Article V of said Amended and
Restated Supplemental Benefits Agreement shall be amended and restated to read
as follows:
ARTICLE V - MEDICAL AND DENTAL BENEFITS
Except as provided in this Article V following the date that
Executive ceases to be employed by the Bank, the Bank shall
continue to provide (at the Bank's expense) medical and dental
benefits to Executive and his current spouse for the remainder of
the lives of each of them to the same extent as provided by the
Bank and/or the Holding Company prior to such termination of
employment but only to the extent that reimbursement or payment
pursuant to Medicare or any other insurance coverage or by a prior
employer is not sufficient.
The medical benefits payable to Executive and/or to
Executive's current spouse are subject to any amendment made to
the Bank's and/or the Holding Company's medical benefits plan
which are implemented on a uniform and non-discriminatory basis
and shall be reduced by any medical benefits made available by
another employer following Executive's termination of employment
with the Bank and/or Holding Company (even if Executive elects not
to be covered by the medical benefits provided by a subsequent
employer).
On the occurrence of a Threatened Change of Control, as
defined in Section 16.05, the Bank and/or the Holding Company
shall transfer cash, marketable securities or other property to
the trust described in Section 4.06 in an amount to cause the
trust to have sufficient funds to continue to provide the benefits
provided by this Article V and Section 6.03.
8
In all other respects, all other terms and conditions of the Amended and
Restated Supplemental Benefits Agreement dated December 28, 1993, by and
between the Bank, the Holding Company and the Executive remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Bank, the Holding Company, and Executive have
executed this Amendment No. 1 to the aforesaid amended and restated
Supplemental Benefits Agreement as of this 20th day of September, 1996.
EXECUTIVE
/s/ Mary L. Larkins
------------------------------------
Mary L. Larkins
CITIZENS FEDERAL BANK, F.S.B.
[the "Bank"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
CITFED BANCORP, INC.
[the "Holding Company"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
9
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFITS AGREEMENT
DATED DECEMBER 28, 1993, BETWEEN CITIZENS FEDERAL BANK, F.S.B. (THE "BANK"),
CITFED BANCORP, INC., THE OWNER OF ALL OF THE OUTSTANDING SHARES OF THE BANK
(THE "HOLDING COMPANY") AND WILLIAM M. VICHICH OF DAYTON, OHIO ("EXECUTIVE").
For valuable consideration, the Bank Holding Company and Executive desire
to amend Article V of the Amended and Restated Supplemental Benefits Agreement
dated December 28, 1993, by and between the above captioned parties.
Now, therefore, the parties agree that said Article V of said Amended and
Restated Supplemental Benefits Agreement shall be amended and restated to read
as follows:
ARTICLE V - MEDICAL AND DENTAL BENEFITS
Except as provided in this Article V following the date that
Executive ceases to be employed by the Bank, the Bank shall
continue to provide (at the Bank's expense) medical and dental
benefits to Executive and his current spouse for the remainder of
the lives of each of them to the same extent as provided by the
Bank and/or the Holding Company prior to such termination of
employment but only to the extent that reimbursement or payment
pursuant to Medicare or any other insurance coverage or by a prior
employer is not sufficient.
The medical benefits payable to Executive and/or to
Executive's current spouse are subject to any amendment made to
the Bank's and/or the Holding Company's medical benefits plan
which are implemented on a uniform and non-discriminatory basis
and shall be reduced by any medical benefits made available by
another employer following Executive's termination of employment
with the Bank and/or Holding Company (even if Executive elects not
to be covered by the medical benefits provided by a subsequent
employer).
On the occurrence of a Threatened Change of Control, as
defined in Section 16.05, the Bank and/or the Holding Company
shall transfer cash, marketable securities or other property to
the trust described in Section 4.06 in an amount to cause the
trust to have sufficient funds to continue to provide the benefits
provided by this Article V and Section 6.03.
10
In all other respects, all other terms and conditions of the Amended and
Restated Supplemental Benefits Agreement dated December 28, 1993, by and
between the Bank, the Holding Company and the Executive remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Bank, the Holding Company, and Executive have
executed this Amendment No. 1 to the aforesaid amended and restated
Supplemental Benefits Agreement as of this 20th day of September, 1996.
EXECUTIVE
/s/ William M. Vichich
------------------------------------
William M. Vichich
CITIZENS FEDERAL BANK, F.S.B.
[the "Bank"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee
CITFED BANCORP, INC.
[the "Holding Company"]
By: /s/ Allen M. Hill
---------------------------------
Allen M. Hill
Director and Chairman of the
Compensation Committee