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EXHIBIT 10.4
FIRST AMENDMENT AND SUPPLEMENT
TO TERMINATION BENEFITS AGREEMENT
This First Amendment and Supplement to Termination Benefits
Agreement dated as of April 30, 2004 (this "Amendment and
Supplement"), amends
and supplements that certain Termination Benefits Agreement made
and entered
into as of December 22, 2003 (the "Agreement") by and between
American
Commercial Lines LLC (the "Company") and its affiliates American
Commercial
Barge Line LLC ("ACBL"), American Commercial Lines International
LLC ("ACLI")
and Jeffboat LLC ("Jeffboat"), and W. Norb Whitlock
("Employee").
RECITALS
A. Employee currently serves as Senior Vice President of
Operations of ACBL.
B. The Company desires for Employee to serve as its President
and
Chief Operating Officer, and Employee desires to serve the
Company in such
positions.
C. The Company also desires Employee to serve as a member of
its
Board of Managers.
D. The Company, ACBL, ACLI and Jeffboat and Employee desire
to
amend and supplement the terms of the Agreement and to continue
their
relationship under the Agreement as modified by the provisions
of this Amendment
and Supplement.
AMENDMENT
In consideration of the foregoing, the mutual covenants
herein
contained and the mutual benefits herein provided, the Company,
ACBL, ACLI, and
Jeffboat, and Employee hereby agree to amend and supplement the
Agreement as
follows:
1. Effective April 30, 2004, Employee shall serve as the
Company's President and Chief Operating Officer and shall not
continue to serve
as Senior Vice President of Operations of ACBL. Employee's
employment with ACBL
shall continue to be on an at-will basis, which means either
ACBL or Employee
may terminate the employment relationship at any time for any
reason.
2. Effective April 30, 2004, Employee accepts his appointment
as
a member of the Board of Managers of the Company pursuant to the
Unanimous
Written Consent of the Board of Managers of American Commercial
Lines LLC dated
as of April 15, 2004.
3. Effective April 30, 2004, ACBL shall increase Employee's
base
salary to Two Hundred Thirty-Five Thousand ($235,000) on an
annualized basis.
ACBL shall have the right to review the base salary periodically
to determine,
at the discretion of ACBL, whether the
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base salary should be adjusted and, if so, the amount of such
adjustment and
the time at which the adjustment should take effect.
4. Employee shall be entitled to participate in any
incentive
bonus plan or program which the Company or ACBL may adopt or
implement
specifically for Employee from time to time during Employee
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