EXHIBIT
10.34
AMENDMENT TO EXECUTIVE INCOME
DEFERRED COMPENSATION AGREEMENT
THIS
AMENDMENT TO EXECUTIVE INCOME DEFERRED COMPENSATION
AGREEMENT (this “Amendment”), made and entered into as
of the 31 st
day of December, 2008, by and
between CommunityONE Bank, National Association, a national banking
corporation formerly known as First National Bank and Trust Company
(the “Bank”), and Robert Larry Campbell
(“Executive”), amends the Executive Income Deferred
Compensation Agreement dated as of January 1, 1987, by and between
Richmond Federal Savings & Loan Association (the predecessor to
the Bank) and Executive, as amended by the amendment dated January
1, 1992 (the “Executive Income Agreement”).
WHEREAS, the parties desire to amend the
Executive Income Agreement to bring it into compliance with Section
409A of the Internal Revenue Code of 1986, as amended from time to
time (including corresponding provisions of succeeding law) (the
“Code”), and the regulations promulgated thereunder
(“Section 409A”);
NOW, THEREFORE, in consideration of the mutual
promises of the parties and other good and valuable consideration,
and intending to be legally bound hereby, the parties hereby agree
as follows:
1.
Amendment of Executive Income Agreement . The
Executive Income Agreement is hereby amended as follows:
(a) The
following is added before the period at the end of the last
sentence of Section 1.01: “, provided that such
agreement does not cause a violation under Section 409A of the
Internal Revenue Code of 1986, as amended from time to time
(including corresponding provisions of succeeding law) (the
“Code”), and the regulations promulgated thereunder
(“Section 409A”).”
(b) Section
1.02 is amended by replacing the reference to “Section
5.02” with “Section 4.04” and by adding the
following sentence immediately after the first sentence of Section
1.02:
“Each
subsequent monthly payment after the first payment date shall be
made on the same date of the month as the first payment date,
subject to any delay that may be required by Section 12
