AMENDMENT
NO. 1
TO
DEFERRED
COMPENSATION AGREEMENT
AMENDMENT
made as of March 20, 2003, to Deferred Compensation Agreement made as of
February 2, 2000 (the "Agreement"), by and between Harris & Harris Group,
Inc., a corporation organized under the laws of the State of New York (the
"Company"), and Charles E. Harris (the "Executive").
WHEREAS
Charles E. Harris has offered for the benefit of the Company in connection with
its establishment of the Harris & Harris Group, Inc. Executive Mandatory
Retirement Benefit Plan (the "Plan") to waive certain benefit
rights;
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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Section
7 of the Agreement is hereby amended to read in its entirety as
follows:
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"Section 7. Effect on Other
Benefits.
"Any
deferred compensation payable under this Agreement shall not be deemed salary or
other compensation to the Executive for the purpose of computing benefits to
which he may be entitled under any pension plan or other arrangement of the
Company for the benefit of its employees, except under the Harris & Harris
Group, Inc. Executive Mandatory Retirement Benefit Plan."
IN
WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the Agreement to
be executed by its duly authorized officer and the Executive has executed this
Amendment No. 1 to the Agreement as of the date first above
written.
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HARRIS
& HARRIS GROUP, INC. |
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By
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/s/ Mel
P. Melsheimer |
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Mel
P. Melsheimer, President |
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By
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/s/
Charles E. Harris |
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Charles
E. Harris |
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