Cto Employment Agreement

Exhibit 10.8


Employment Agreement With William A. Fitzgerald
Dated May 15, 1974, As Amended February 14, 1996


EXHIBIT 10.8


AGREEMENT
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This Agreement, by and between COMMERCIAL FEDERAL SAVINGS AND LOAN ASSOCIATION, hereinafter referred to as "Association" and William A. Fitzgerald
--------------------- residing in the City of Omaha, Nebraska, hereinafter referred to us as "Fitzgerald". - ------------


WITNESSETH: - ----------


That in consideration of the Agreement hereinafter contained, the parties hereto agree as follows:


1. Fitzgerald has been an employee of the Association since 1955 and shall
---------- ---- continue in the employ of the Association and agrees to serve the Association in such capacity as the Board of Directors of the Association may designate from time to time until terminated by either party on at least 90 days prior to written notice to the other.


2. During the term of his employment, Fitzgerald shall devote his
---------- attention, skill and efforts to the performance of his duties for the good of the Association as he has in the past.


3. The Association shall pay the employee, beginning 5/16/74 and
------- continuing during the term of his employment hereunder, such salary payable monthly, fringe benefits and retirement plan coverage as the Board may from time to time determine, together with deferred compensation payable as provided in paragraph 4 below, unless forfeited by the occurrence of any of the events specified in paragraph 7 below.


4. The benefits to be paid as deferred compensation, unless forfeited as provided herein, shall be paid as follows:


A. If Fitzgerald's employment hereunder is terminated on or after he
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shall have reached the age of 65, the Association shall pay to him in 120
equal monthly installments, an amount equal to three times the highest
annual salary which Fitzgerald received from the Association during the
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five-year period ending with the close of the Association's fiscal year in
which Fitzgerald attained the age of 65 years. For the purpose of this
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agreement, the term "highest annual salary" shall mean the basic
compensation paid by the Association to Fitzgerald for such year, excluding
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fringe benefits paid for Fitzgerald, contributions to any profit sharing
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and pension plans, and any reimbursement for expenses incurred by
Fitzgerald on behalf of the Association. If Fitzgerald should die on or
---------- ----------
after his 65th birthday and before the said 120 monthly installments are
paid, the unpaid balance shall continue to be paid in installments for the
unexpired portion of such 120 month period to such beneficiary as
Fitzgerald may designate in writing to the Association.
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B. If Fitzgerald's employment is terminated because of disability of
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death before he has reach the age of 65, and while he is still in the
employ of the Association, then the Association shall pay to Fitzgerald (in
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the event of his disability) or his designated beneficiary (in the event of
his death), in 120 equal monthly installments an amount equal to three
times the highest annual salary which Fitzgerald received from the
----------
Association during the five-year period ending with the close of the
Association's fiscal year in which Fitzgerald became disabl ...