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EXHIBIT 10.14
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), is
made and entered into as of this 6th day of November, 1998, to be effective as
of September 23, 1998 ("Effective Date"), by and between LOCAL FINANCIAL
CORPORATION, a Delaware corporation ("LFC"), its wholly-owned subsidiary bank,
LOCAL FEDERAL BANK, F.S.B., a federally chartered stock savings bank ("Bank"),
both with address of ▇▇▇▇ ▇. ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
▇▇▇ ▇. ▇▇▇▇▇▇, an individual resident of the State of Oklahoma, with mailing
address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Norton").
R E C I T A L S:
A. LFC and Bank made and entered into that certain Employment
Agreement with Norton dated September 8, 1997 ("Agreement") whereby LFC and Bank
employed Norton to serve as the President LFC and of the Bank, respectively, and
to manage and direct the conduct of their banking businesses pursuant to the
terms and conditions and for the compensation and benefits to be paid to Norton
as set forth and fully described in the Agreement. Norton has well and fully
served as the President of LFC and of the Bank since the date of the Agreement
and continues to so serve as of the effective date of this Amendment.
B. LFC, Bank and Norton are desirous of amending the Agreement
to more specifically provide for the severance benefits which Norton might
become entitled to receive in the event of a "Change of Control," as that term
is defined below in this Amendment, occurring to LFC or the Bank during the term
of the Agreement. The purpose and effect of this Amendment is to specifically
provide benefits and protection to Norton in the event of the occurrence of such
a Change of Control and to supplement his existing rights and benefits in that
regard as currently set forth in the Agreement.
C. Accordingly, LFC, the Bank and Norton are desirous of
entering into this Amendment in order to specifically provide for benefits and
protection to Norton in the event of the occurrence of a Change of Control, as
defined herein, occurring to LFC or the Bank during the term of the Agreement
and to amend certain specific provisions of the Agreement in order to make them
consistent with the benefits and protection being accorded to Norton by the
provisions of this Amendment.
NOW, THEREFORE, in consideration of the aforementioned
recitals, the premises, the mutual covenants set forth herein and of such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by LFC, the Bank and Norton, respectively, they do each hereby
covenant and agree as follows:
1. SECTION 3 - COMPENSATION. Section 3 - Compensation of the
Agreement is hereby completely amended and fully restated in its entirety to
read henceforth as follows:
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3. COMPENSATION.
(a) The Bank agrees to pay Norton as a guaranteed salary
throughout the term of this Agreement, unless Norton voluntarily
resigns without "Good Reason" as that term is defined in Section 10,
below, of this Agreement, as amended, from his employment by LFC and by
Bank during the term of this Agreement, or unless this Agreement is
terminated for "Cause" by LFC or the Bank, as set forth and described
in Section 9, below, in this Agreement, an annual base salary for the
services rendered to LFC and Bank by Norton, as described above, in the
amount of Two Hundred Forty Thousand and No/100 Dollars ($240,000.00)
per year. This salary shall be payable to Norton in twelve (12) equal,
monthly installments of Twenty Thousand and No/100 Dollars ($20,000.00)
per month for each month during which services are rendered by Norton
to LFC or the Bank during the term of this Agreement. LFC and Bank
covenant and agree that the amount of salary to be paid to Norton
cannot be decreased by LFC or Bank during the term of this Agreement
for any reason and must be paid to Norton in all events each month
during the term of this Agreement unless Norton voluntarily resigns
from his employment by LFC and the Bank without "Good Reason" during
the term of this Agreement, or unless Norton is terminated for "Cause"
by the Bank for the specific reasons set forth and described below in
Section 9 of this Agreement. Accordingly, LFC and Bank agree that if
during the term of this Agreement, (i) Norton resigns with "Good
Reason," or (ii) Norton is terminated by LFC and the Bank without
"Cause," as defined below in Section 9 of this Agreement, he shall
still be entitled to receive as liquidated damages for the termination
of his employment in either such event, under this Agreement; the full
amount of his remaining guaranteed salary under this Agreement to be
paid to him in the amount of Twenty Thousand and No/100 Dollars
($20,000.00) per month in the same manner as if he had remained
employed by LFC or the Bank during the entire term of this Agreement.
It is expressly provided, however, that the foregoing obligations shall
be supplemental to and cumulative of the specific severance benefit
entitlements being granted to Norton under the provisions of Paragraph
10 of this Agreement, below, which shall be deemed to be the applicable
benefits and entitlements of Norton in the event a "Change of Control,"
as that term is defined in Paragraph 10 of this Agreement, below,
occurs to LFC or the Bank during the term of this Agreement. Norton,
LFC and the Bank hereby expressly covenant and agree, anything in this
Agreement to the contrary notwithstanding, including, without
limitation, the provisions of Sections 3 through 6 and Sections 9 and
10 of this Agreement, as amended, that any payments made to Norton by
Bank pursuant to this Agreement, or otherwise, are in all respects
expressly subject to and conditioned upon their compliance with the
provisions of 12 U.S.C. ss. 1828(k) and any regulations promulgated
thereunder.
(b) Bank shall pay Norton his annual base salary on a monthly
basis on the first day of each month, subject to normal salary
deductions for the amount so owing, including, but not limited to,
Social Security, Medicare, federal and state income withholding taxes.
Norton's base annual salary may be increased in the future, from time
to time, by the actions of LFC's or the Bank's Board of Directors,
based upon Norton's performance and other relevant factors and LFC's or
the Bank's Board of Directors will review Norton's salary for the
purposes of determining any appropriate increase in the base annual
salary of Norton at least annually. In addition, LFC or Bank may, from
time to time, enter into supplemental
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agreements or memoranda in writing with Norton for the award and
payment to him of additional compensation or bonuses upon such terms
and conditions as LFC or Bank shall deem to be in their respective best
interests, and in the event of the execution by LFC or Bank of any such
agreement or memoranda, the right of Norton to additional compensation
or bonuses shall be determined in accordance with the applicable
provisions thereof. In the absence of any such supplemental agreements
or memoranda and expressly subject to Norton's rights and benefits in
the event of a "Change of Control" occurring to LFC or the Bank, as set
forth in Paragraph 10 of this Agreement, below, neither LFC nor Bank
shall be obligated to pay to Norton any additional compensation or
bonus whatsoever, irrespective of the payments of additional
compensation or bonus to Norton in any past or succeeding year, or the
payment of additional compensation or bonus to other employees of LFC
or the Bank at the end of the year, but may do so in the sole
discretion of LFC's or the Bank's Board of Directors, respectively, and
the determination of LFC's or the Bank's Board of Directors,
respectively, in the exercise of such discretion, with respect to the
payment and amount of any additional compensation or bonus to Norton
for any fiscal year of LFC or Bank if made, shall be final and
conclusive.
2. SECTION 9(a) AND (f) - TERMINATION OF EMPLOYMENT. The
provisions of Section 9(a) and (f), respectively, of the Agreement are hereby
completely amended and fully restated as set forth below, with all of the other
existing subsections of Section 9 of the Agreement, i.e., subsections (b) - (e)
thereof, to remain in full force and effect as originally stated:
9. TERMINATION OF EMPLOYMENT.
(a) The Board of Directors of the Bank and/or the Board of
Directors of LFC, respectively, may terminate Norton's employment by
the Bank and/or by LFC, respectively, under this Agreement, with or
without "Cause," at any time during the term hereof, effective upon
delivery of written notice to that effect to Norton, but any such
termination by the Bank or LFC, as the case may be, of Norton other
than termination of his employment for "Cause," as defined below in
this Section 9, shall not prejudice Norton's right to receive the full
amount of the remaining compensation which would have otherwise been
paid him throughout the term of this Agreement on the same basis and at
the same times and to receive all such other fringe benefits to which
he would have otherwise been entitled to receive during the term of
this Agreement, subject to Norton's cumulative and supplemental rights
to receive the severance benefits specifically accorded to him pursuant
to the provisions of Section 10, below, of this Agreement, which shall
arise in the event that a "Change of Control," as defined in Section
10, occurs to LFC or the Bank during the term of this Agreement, which
said rights, benefits and entitlements as set forth in Section 10
shall, in such event, be deemed to control over the benefits and
entitlements accorded to Norton under this Section 9, to the extent
they are in any way inconsistent therewith. On the other hand, Norton
shall not have any right to receive any further compensation or any
other benefits to which he would have otherwise been entitled under
this Agreement after his voluntary resignation from his employment by
the Bank or LFC, without "Good Reason," as that term is defined below
in Section 10 of this Agreement, or after his termination from his
employment for "Cause" by the Bank or LFC, in accordance with the terms
of this Agreement, except for the vested rights of Norton hereunder,
i.e., any and all compensation
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benefits and rights which Norton was entitled to receive prior to the
effective date of such termination. For all purposes under this
Agreement, termination for "Cause" shall mean termination because of
Norton's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to
perform stated duties under this Agreement, willful violation of any
law, rule or regulation (other than traffic violations or similar
offenses) or of a final cease-and-desist order, or any material breach
by Norton of any provisions of this Agreement or the death or permanent
disability, as that term is defined below, of Norton occurring during
the term of this Employment Agreement. For purposes of this Employment
Agreement, the term "permanent disability" shall mean if Norton shall
have an illness, injury or other physical or mental condition which
results in Norton's inability to perform substantially all of the
duties he performs in his employment capacity for the Bank or LFC to
the extent he was performing such duties immediately prior to the
commencement of such condition and that such disability has continued
for a period of more than six (6) months during the term of this
Employment Agreement. If Norton shall be so disabled for more than six
(6) months during the term of this Employment Agreement, the employment
of Norton by the Bank and LFC shall be deemed by reason of his said
permanent disability to have been for all purposes hereunder terminated
for "Cause." In determining the incompetence of Norton, the acts or
omissions of Norton shall be measured against standards generally
prevailing in the federal savings bank industry. Unless Norton
voluntarily resigns from his employment by LFC and the Bank without
"Good Reason," as that term is defined in Section 10 below, during the
term of this Agreement, or unless the termination by the Bank or LFC of
Norton's employment under this Agreement is for "Cause," as defined
above, LFC and the Bank shall be obligated to continue to pay to Norton
his compensation and to provide to him all other benefits of his
employment as set forth in this Agreement during the remaining term of
this Agreement after the termination of his employment on the same
basis and at the same times as set forth and described above in this
Agreement, subject to Norton's cumulative and supplemental right to
receive the specific severance benefits accorded him under the
provisions of Section 10, below, in this Agreement, in the event a
"Change of Control" occurs to LFC or the Bank, as defined in Section 10
below, which Section shall prevail over the rights and benefits
accorded to Norton under this Section 9 to the extent they are
inconsistent therewith. LFC, the Bank and Norton agree that it would be
difficult to ascertain the amount of damages owing to Norton if this
Agreement is terminated without "Cause" or he resigns for "Good Reason"
during the term of this Agreement, and accordingly, that the amount to
be paid by LFC and Bank to Norton as compensation and the other
benefits to be provided by LFC and Bank to Norton during the remaining
term of this Agreement as if Norton had remained employed by LFC or the
Bank in such instance, shall be deemed to be liquidated damages for the
termination of this Agreement by Bank or LFC without "Cause," or for
Norton's resignation for "Good Reason," and not as a forfeiture or
penalty. Norton, LFC and Bank specifically covenant and agree that the
amount of liquidated damages, as determined in the manner set forth
above in this Section 9, would be a fair and reasonable amount of
damages for Norton to receive due to the termination of his employment
under such circumstances and that the right to receive such
compensation as liquidated damages shall be Norton's sole and only
remedy in such event, except for and subject to the prior and superior
rights of Norton to the severance benefits set forth and described in
Section 10, below, of this Agreement, which shall be deemed to control
and supersede the rights of Norton under this Section 9, in the event a
"Change of Control" occurs to LFC or the Bank, as defined and described
in Section 10, below.
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(f) If Norton resigns voluntarily from his employment by the
Bank during the term of this Agreement without "Good Reason," as that
term is defined in Section 10, below, of this Agreement, then, and in
such event, all of the rights, benefits and entitlements of Norton
under this Agreement, including without limitation, his right to
receive salary payments, shall cease on the date of such voluntary
resignation without "Good Reason," except for the rights of Norton
which have vested prior to the date of his said voluntary resignation.
3. SECTION 10 - SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF
CONTROL. The following entirely new Section shall be added by this Amendment to
the Agreement, numbered 10 and entitled "Severance Benefits in the Event of a
Change of Control," and the subsequent paragraphs shall be renumbered
accordingly, i.e., the existing Section 10 shall become Section 11, and the
existing Sections 11, 12, 13 and 14 shall become Sections 12, 13, 14 and 15,
respectively. The new Section 10 - Severance Benefits in the Event of a Change
of Control, shall read henceforth in its entirety as follows:
10. SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF
CONTROL.
(a) For all purposes in this Amendment and in the Agreement
and in, particular, this Section 10, the following terms shall have the
respective meanings specified below:
(i) "Annual Cash Compensation" means the sum of (a)
Norton's annual base salary in effect as of the date of this
Agreement, or if greater, Norton's base salary in effect at
the time of the Change of Control, and (b) the amount of any
cash bonuses paid to Norton during the twelve-month period
immediately preceding the effective date of a Change of
Control.
(ii) "Bank" means (x) the Bank until a Change of
Control, and (y) the successor to the Bank upon a Change of
Control (the "Successor").
(iii) "Cause" shall have the same meaning ascribed to
that term in Section 9, above, in the Agreement.
(iv) "Change of Control" shall for all purposes in
this Agreement and Amendment mean the occurrence of any of the
following events:
(x) the consummation of any agreement of
merger, statutory share exchange or consolidation
pursuant to which either the Company, or the Bank, is
merged or consolidated into, or all of the
outstanding shares of the Company's or the Bank's
common stock are acquired by, another corporation,
partnership, limited liability company or
partnership, or any other business entity; or
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(y) another corporation or such other
business entity is merged or consolidated into the
Company or the Bank in circumstances under which the
outstanding shares of the Company's or the Bank's
common stock are converted into or exchanged for cash
or securities of another such corporation or entity
which was not a wholly-owned subsidiary of the
Company or the Bank at all times within one year
prior to the said merger or consolidation; or
(z) (1) the consummation of a sale of fifty
percent (50%) or more of the issued and outstanding
common stock of the Bank by the Company; or (2) fifty
percent (50%) or more of the issued and outstanding
common stock of the Company is acquired by persons
(including corporations or any other form of business
entity) who are acting in concert; or (3) the
consummation of the sale of all or substantially all
of the assets of the Bank by the Company or of the
Company by the Bank.
(v) "Good Reason" with respect to Norton shall have
the following meaning for all purposes under the Agreement and
this Amendment:
(v) A significant diminution of his Role, as
that term is defined below in this Section 10, if the
diminution in his Role is not reasonably related to
an adverse change in his performance of his assigned
duties at LFC or the Bank; provided that Good Reason
shall not exist under this clause in the case of
termination for Cause, as that term is defined in
Section 9, or diminution of his Role by reason of the
voluntary actions of Norton, or on account of
disability, retirement or death, as described and
defined herein, or the voluntary termination by
Norton of his employment with LFC or Bank other than
for a Good Reason, as defined hereunder;
(w) A reduction in the base salary and/or
bonuses paid to Norton to an amount such that the sum
of his base salary and bonuses as so reduced is less
than the sum of his base salary and bonuses as of the
date of this Amendment, or at any time while the
Agreement is in force if Norton receives an increase
in salary or bonus after the date of this Amendment,
or a failure after twenty (20) days' written notice
by Norton to LFC and the Bank of LFC or the Bank to
pay Norton any installment owing to him of such
salary or bonus;
(x) The failure by LFC or Bank to provide
Norton with any material benefit that is provided to
the executive officers of LFC and the Bank generally,
or any action or inaction by LFC or the Bank which
could adversely affect his continued participation in
any benefit plan, entitlements or other arrangements
of Bank or LFC, or his ability to enjoy or realize
upon any material benefit under any such plan,
entitlement or arrangement;
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(y) LFC's or the Bank's assigning Norton,
without his prior written consent, to perform his
duties under the Agreement at a location anywhere
other than Oklahoma County, State of Oklahoma; or
(z) The failure by LFC or the Bank to obtain
the assumption of all of their obligations under this
Amendment and the Agreement and under the 1998
Non-Qualified Stock Option Agreement being made and
entered into by and between LFC and Norton this same
date by the Successor, or to otherwise comply with
the terms and provisions of subparagraph (c) of this
Section 10, below.
(vi) "LFC" means (x) LFC until a Change of Control,
and (y) the successor to LFC upon a Change of Control (the
"Successor").
(vii) "Role" shall have the meaning for all purposes
under this Amendment and the Agreement of (x) prior to any
Change of Control, as defined herein, Norton's authority or
responsibilities with the Bank or LFC on the date of this
Amendment; or any enhanced Role (other than by way of an
interim or otherwise expressly temporary appointment) to which
he had ascended from the date of this Amendment to the date of
any Change of Control; and (y) after any Change of Control,
the authority and responsibilities with the Successor
described in writing by such Successor prior to the Change of
Control and which is reasonably commensurate with Norton's
Role, as defined in clause (x) above, in this definition.
(viii) "Severance Period" shall for all purposes in
this Amendment and the Agreement mean a period of years after
Norton's termination that is equal to the number by which
Norton's Annual Cash Compensation is multiplied to determine
the Severance Benefit payable under the provisions of the
Agreement.
(ix) "Successor" shall mean for all purposes in this
Amendment and the Agreement any entity that assumes the
obligations of LFC and the Bank under this Amendment and the
Agreement pursuant to subparagraph (c)(1), below.
(b) If at any time during the period beginning on the date of
this Amendment and ending on the third anniversary of a Change of
Control occurring to LFC or the Bank, as specifically defined and
described above in this Paragraph 10, the employment of Norton is
terminated (x) by LFC or the Bank, or their respective Successor,
without "Cause" or (y) by Norton for "Good Reason," as that term is
expressly defined above, then, in addition to all amounts otherwise
payable to Norton upon his termination hereunder, LFC, the Bank and/or
the Successor shall be expressly obligated to pay to Norton the
following:
(i) The Bank or the Successor shall pay to Norton and
LFC, or the Successor, shall cause the Bank or the Successor
to pay to Norton, an amount (the "Severance Benefit") equal to
the sum of his Annual Cash Compensation, multiplied by three
(3), payable in equal quarterly installments from the date of
said termination until the date which is three (3) years from
the date of said termination, with the first
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installment thereof being due and payable within five (5) days
after the date of such termination of Norton's employment.
Norton shall have no obligation to seek other employment or to
otherwise attempt to mitigate the effect of this Section 10 of
this Agreement or the benefits payable hereunder in order to
be entitled to receive the Severance Benefit or the other
benefits hereunder, and any payment received by Norton from
other employment shall not serve to reduce in any way the
amount of the Severance Benefit payable to him hereunder.
(ii) During the Severance Period, Norton shall be
entitled to all benefits under the group hospitalization plan,
healthcare plan, dental plan, life or other insurance or death
benefit plan, or any similar benefit plan or program of LFC
and the Bank or the Successor for which key executives of LFC,
the Bank or the Successor are eligible, to the same extent as
if Norton had continued to be an employee of LFC or the Bank
at a compensation level equal to his Annual Cash Compensation,
and Norton's share of the costs shall be the same as that
cost, if any, for which Norton was responsible while an
employee of LFC and the Bank. If any such plan or program does
not permit continued participation by Norton, or does not
permit continued participation by Norton through the end of
the Severance Period, LFC, the Bank or the Successor shall
arrange to provide Norton with substantially similar benefits
through the end of the Severance Period, with Norton
responsible solely for that share of the costs with regard to
such benefits which he was formerly paying as outlined above.
At Norton's sole and exclusive option, Norton may elect to be
paid in cash an amount equivalent to LFC's, the Bank's or the
Successor's costs of providing such benefits during the
Severance Period, such election to be made within thirty (30)
days after Norton's said termination of employment, with such
payment to be made to him within ten (10) days after his
delivery of such election to LFC, the Bank or the Successor
hereunder.
(iii) Any stock options, restricted stock or other
stock or stock-based awards to Norton shall immediately vest
and become exercisable to the extent exercise is required and
all restrictions on the ability of Norton to obtain the full
economic benefit of such vested awards shall immediately
lapse.
(c) LFC'S, BANK'S AND THE SUCCESSOR'S OPTION UPON THE
OCCURRENCE OF A CHANGE OF Control. If LFC or the Bank enters into a
definitive agreement that would result in a Change of Control, as
defined herein, then LFC and the Bank may elect (i) to assign this
Agreement, as amended, to the Successor effective on the occurrence of
the Change of Control, provided that such Successor shall assume in
writing all of the obligations of LFC and the Bank hereunder and under
that certain 1998 Non-Qualified Stock Option Agreement by and between
LFC and Norton of even date herewith and shall expressly acknowledge
that a Change of Control of LFC or the Bank has occurred within the
meaning of this Agreement so as to entitle Norton to the Severance
Benefit and other benefits set forth in Section 10(b) of this
Agreement, above, if his employment is thereafter terminated without
Cause or he thereafter voluntarily terminates his employment for Good
Reason and provided further that LFC and the Bank shall remain liable
for the performance of all of their obligations under this Agreement if
the Successor fails to so perform any of its obligations under this
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Agreement; or (ii) to terminate this Agreement upon written notice to
Norton given pursuant to the terms and conditions of this Amendment and
the Agreement not later than thirty (30) days after the execution of
any such definitive agreement to effect such a Change of Control, to be
effective on the effective date of the Change of Control, and upon
occurrence of the Change of Control, paying to Norton, in readily
available funds, his compensation and benefits to the date on which
such termination shall take effect on the effective date of the Change
of Control and the full amount of the Severance Benefit as provided for
in this Section 10, and such other benefits as are also provided to
Norton as the result of a Change of Control, as set forth and provided
in Section 10, above.
(d) TAXES. All payments to be made to Norton under this
Employment Agreement will be subject to required withholding of
federal, state and local income and employment taxes. Notwithstanding
anything in this Employment Agreement to the contrary, if any of the
payments provided for in this Employment Agreement, together with any
other payment which Norton has the right to receive from the Bank, or
any corporation which is a member of an "affiliated group" (as defined
in Section 1504(a) of the Internal Revenue Code of 1986 ("Code")
without regard to Section 1504(b) of the Code) of which the Bank is a
member, would constitute a "parachute payment" (as defined in Section
280Gb(2) of the Code), the payments pursuant to this Employment
Agreement shall be reduced to the largest amount that will result in no
portion of such payments being subject to the excise tax imposed by
Section 4999 of the Code; provided, however, that the determination as
to whether any reduction in the payment under this Agreement pursuant
to this proviso is necessary shall be made by Norton in good faith, and
such reasonable determination shall be conclusive and binding upon the
Bank with respect to its treatment of the payment for tax reporting
purposes and, provided further, that Norton may determine in his
discretion what payment or payment provided for him herein shall be so
reduced.
4. NO FURTHER CHANGES. Except as expressly stated above, there
are no further amendments or modifications of any sort or nature being made to
the Agreement and all of its other respective terms and conditions shall remain
in full force and effect as originally stated.
IN WITNESS WHEREOF, LFC, the Bank and Norton have duly
executed this Amendment as of the day and year first above written to be
effective as of the date stated in the first paragraph above.
LFC: LOCAL FINANCIAL CORPORATION,
a Delaware corporation
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors and Chief
Executive Officer
Date:
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BANK: LOCAL FEDERAL BANK, F.S.B.,
a federally chartered stock savings bank
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors and Chief
Executive Officer
Date:
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NORTON:
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▇▇▇ ▇. ▇▇▇▇▇▇
an Individual Resident of the State of Oklahoma
Date:
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