EXHIBIT 10.4
THIRD AMENDMENT
TO THE
ESSEX SAVINGS BANK, FSB
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS THIRD AMENDMENT TO THE ESSEX SAVINGS BANK, FSB SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN (the "Plan") is made as of the 1st day of December,
1998.
WITNESSETH:
WHEREAS, Essex Savings Bank, FSB (the "Bank") maintains the Essex
Savings Bank, FSB Supplemental Executive Retirement Plan (the "Plan") for the
benefit of certain of its executive employees and certain executive employees of
its subsidiaries; and
WHEREAS, it is necessary and desirable to amend the Plan in certain
respects; and
WHEREAS, the Bank has reserved the right to amend the Plan from time to
time.
NOW, THEREFORE, the Plan is hereby amended effective December 1, 1998
as follows:
1. The definition of "Change in Control" in Article I of the Plan is
amended to add the following sentence at the end thereof:
Any provision herein to the contrary notwithstanding,
no Change in Control shall be deemed to occur as a result of:
(1) any transaction prior to December 1, 1998; (2) any
purchase, transfer or other disposition of the Series B and
Series C preferred shares of Bancorp; (3) any exercise,
conversion, transfer of warrants or options of Bancorp which
were issued prior to 1996 (and any such exercise, conversion
or transfer shall be disregarded in determining whether a
Change in Control has occurred); and/or (4) any issuance by
Bancorp of additional shares or other securities on or after
December 1, 1998.
2. Article V of the Plan is hereby amended to read in its entirety as
follows:
A Member's Retirement Account shall fully vest and
become nonforfeitable upon the first to occur of the Member's
death, permanent disability within the meaning of Code Section
72(m)(7), retirement at or after attainment of age 65, or any
"Change in Control." In the event of the termination of a
Member's employment with the Employers prior to death,
permanent disability, attainment of age 65 or a Change in
Control, the Member shall be fully vested in his Retirement
Account balance as of December 31, 1998 (plus all subsequent
Investment Adjustments to that December 31, 1998 balance). The
Member's vested percentage of the remainder of his Retirement
Account (i.e., any Pension Credits and Profit-Sharing Credits
for Plan Years after 1998 and Investment Adjustments
attributable to such post 1998 credits) shall be determined in
accordance with the following percentage vesting schedule
based upon the Member's number of complete Plan Years of
Service with the Employers after 1998.
Complete Plan Years of
Service with Employer Forfeited
after 1998 Vested Percentage Percentage
---------------------- ----------------- ----------
1 or Fewer 0% 100%
2 0% 100%
3 or More 100% 0%
3. Except as provided above, the Plan shall continue in accordance with
its terms as in effect immediately prior to the date of this Amendment:
IN TESTIMONY WHEREOF, the Bank has caused this Third Amendment to be
executed by its duly authorized officer this 30th day of December, 1998.
ESSEX SAVINGS BANK, FSB
By: /s/Gene D. Ross
---------------------------
Its: President