AMENDMENT NUMBER ONE TO JOINT BENEFICIARY DESIGNATION AGREEMENT
Exhibit 10.20
AMENDMENT
NUMBER ONE TO
THIS AMENDMENT NUMBER ONE (this
“Amendment”) to the Joint Beneficiary Designation Agreement (the “Agreement”)
entered into between Mt. Washington Cooperative Bank (“MWCB”) and Xxxxxx X.
Xxxxxxx as of September 20, 2004 (the “Executive” or the “Insured”) is made and
entered into effective as of the Merger Effective Time (as defined
below).
WITNESSETH
WHEREAS, pursuant to an Agreement and
Plan of Merger, dated as of July 20, 2009 (the “Merger Agreement”), between East
Boston Savings Bank (“EBSB”), Meridian Interstate Bancorp, Inc., Meridian
Financial Services, Incorporated, and MWCB, MWCB shall, as of the Merger
Effective Time (as defined in the Merger Agreement), merge with and into EBSB,
with EBSB being the surviving entity (the “Merger”);
WHEREAS,
as an inducement to EBSB to enter into the Merger Agreement, the Executive has
agreed to reduce the amount of the death benefit payable under the Agreement to
four and one-half (4.5) times base salary; and
WHEREAS, the Board of Directors of MWCB
(the “Board”) may amend the Agreement from time to time.
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 Board hereby amends the
Agreement as follows, effective as of the Merger Effective Time:
Section
1. Amendment and Restatement of
Section VI of the Agreement. This Amendment hereby amends and
restates Section VI of the Agreement in its entirety, effective as of the Merger
Effective Time, to read as follows:
“Subject
to Paragraphs VII and IX herein, the division of the death proceeds of the
policies is as follows:
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A.
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Upon
the Insured’s death, the Insured’s beneficiary shall be entitled to a
portion of the death proceeds of the policies in an amount equal to four
and one-half (4.5) times the Insured’s most recent annual base salary,
payable in a single cash lump sum distribution as promptly as practicable
after the Insured’s death.
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B.
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The
Bank shall be entitled to the remainder of such
proceeds.”
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Section
2. Full Force and
Effect. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with its
terms.
Section
3. Governing
Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
its conflicts of laws principles.
Section
4. Effectiveness. Notwithstanding
anything to the contrary contained herein, this Amendment shall be subject to
consummation of the Merger in accordance with the terms of the Merger Agreement,
as the same may be amended by the parties thereto in accordance with its terms.
In the event the Merger Agreement is terminated for any reason, this Amendment
shall be deemed null and void and the Agreement shall remain in effect in
accordance with its terms.
IN WITNESS WHEREOF, MWCB has caused
this Amendment to be executed as of July 20, 2009.
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Mt.
Washington Bank
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By:
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/s/
Xxxxxxxxx X. Xxxxxxxxxxxxx
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Name:
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Xxxxxxxxx
X. Xxxxxxxxxxxxx
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Title:
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Chairman
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Executive
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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