Amendment No. 1 to the Cullen/Frost Restoration Profit Sharing Plan

EX-10.8 9 exhibit108-amendmentno1tot.htm EXHIBIT 10.8 - AMENDMENT 1 TO THE CULLEN/FROST RESTORATION PROFIT SHARING PLAN Exhibit


Exhibit 10.8


Amendment No. 1
to the
Cullen/Frost Restoration Profit Sharing Plan
(Effective as of January 1, 2009)



Whereas, Cullen/Frost Bankers, Inc. (“Company”) maintains the Cullen/Frost Restoration Profit Sharing Plan as last amended and restated effective as of January 1, 2009 (“Plan”) to provide Eligible Employees who are Participants under the Cullen/Frost Profit Sharing Plan with supplemental retirement benefits designed to restore benefits that such Eligible Employees would be eligible to receive under the Cullen/Frost Profit Sharing Plan absent the application of the Applicable Code Restrictions; and
Whereas, the Company desires to amend the Plan to reflect the Supreme Court decision in U.S. v. Windsor regarding the definition of a spouse for federal law purposes; and
Whereas, Plan section 8.1 provides that the Company may amend the Plan acting through its Board of Directors (or the designee of the Board of Directors) at any time;
Now, Therefore, in accordance with the provisions of Plan section 8.1, the following actions are hereby taken and the Plan shall be amended, in the following respects:
1.
Effective June 26, 2013, Plan section 2.1(y) is amended in its entirety to read as follows:
(y)
“Spouse” means with respect to a Participant , a person who is the Participant’s husband or wife (as applicable) under applicable state law to whom the Participant has been legally married during the 12-month period immediately preceding the Participant’ s date of death, if such death is earlier than the date the Participant has a Separation from Service. For purposes of the Plan, the term “Spouse” does not include parties to a registered domestic partnership, civil union, or other similar formal relationship recognized under the laws of a state (or foreign jurisdiction) but which is not recognized as a marriage under that state (or foreign jurisdiction), even if such state or other applicable law provides that persons in these relationships have the same rights, protections, and benefits as married persons.
2.
Except as amended above, the Plan as in effect prior to this amendment shall continue unchanged.

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In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officers as of December  23  , 2014, and generally effective as of June 26, 2013, unless another date is specified above.
Cullen/Frost Bankers, Inc.
By:
/s/ Richard W. Evans, Jr.    
Its:
Chairman and CEO    
Attest:
By:
/s/ Emily Skillman    
Its:    Group Executive Vice President


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