FORM OF FIRST AMENDMENT TO DIRECTORS FEE CONTINUATION AGREEMENT
FORM
OF
FIRST
AMENDMENT TO
First Amendment, dated as of December
31, 2008 (the “Amendment”), to the Directors Fee Continuation Agreement,
effective June 1, 1995 (as amended, the “Agreement”), by and among Enfield
Federal Savings and Loan Association (the “Corporation”) and
____________________ (the “Director”). Capitalized terms which are
not defined herein shall have the same meaning as set forth in the
Agreement.
W I T N E
S S E T H:
WHEREAS, the parties desire to amend
the Agreement to comply with the final regulations issued in April 2007 by the
Internal Revenue Service under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”); and
WHEREAS, pursuant to Paragraph Seventh
of the Agreement, the parties to the Agreement desire to amend the
Agreement;
NOW, THEREFORE, in consideration of the
premises, the mutual agreements herein set forth and such other consideration
the sufficiency of which is hereby acknowledged, the Corporation and the
Director hereby agree to amend the Agreement as follows:
Section
1. Amendment to Paragraph
Second of the Agreement. Paragraph Second of the Agreement is
hereby amended and restated to read in its entirety as follows:
“SECOND:
If the Director is alive and in the employ of the Corporation on his Retirement
Date, the Corporation shall make annual payments to the Director in an amount
equal to one thousand dollars ($1,000) for each full year of service as a
Director from June 1, 1995 plus two hundred fifty dollars ($250) for each full
year of service as a Director prior to June 1, 1995, but in no event shall the
annual payment exceed six thousand dollars ($6,000).
Said
payments shall be made as soon as practicable after the Retirement Date (but not
later than the 60th day
following the Director’s Retirement Date), and annually thereafter for a total
of ten (10) payments.
If the
Director dies after Retirement Date but before the said ten (10) payments
certain have been completed, the Corporation shall pay a lump sum payment equal
to the commuted value (discounted at 7%) of the payments for the remainder of
such period to the beneficiary designated by the Director under Paragraph Third
hereof, within 60 days of the death of the Director.”
Section
2. Amendment to Paragraph Third
of the Agreement. Paragraph Third of the Agreement is hereby
amended and restated to read in its entirety as follows:
“THIRD: If
a Director dies while a Director of the Corporation and before the Retirement
Date, then, the Corporation shall pay a benefit equal to the commuted value
(discounted at 7%) of the ten (10) annual benefit payments to which the Director
would have been entitled had he lived to the Retirement Date under Paragraph
First hereof. Said benefit shall be paid to the Director’s primary
beneficiary in a lump sum within 60 days of the death of the
Director. The Director shall have the right to name and change the
primary beneficiary designation and to designate a contingent beneficiary by
appropriate written notice delivered to the Corporation. If there is
no beneficiary designated to receive said benefit, or if the designated
beneficiary and contingent beneficiary have predeceased the Director, then the
benefit shall be payable in a lump sum to the estate of the Director within 60
days of the death of the Director.”
Section
3. Governing
Law. This Amendment and the rights and obligations hereunder
shall be governed by and construed in accordance with the laws of the State of
Connecticut, except to the extent preempted by the laws of the United States of
America.
Section
4. Compliance with Section 409A
of the Code. This Amendment shall be interpreted and
administered consistent with Section 409A of the Code.
[Signature
Page to Follow]
2
IN
WITNESS WHEREOF, the Corporation and the Director have duly executed this
Amendment, effective as of the date first written above.
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ENFIELD
FEDERAL SAVINGS AND LOAN ASSOCIATION
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By:
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Name:
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Title:
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DIRECTOR
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