Plan of Stock Issuance. Eastern and the Executive expect that after the date of this Agreement, Eastern will file a Plan of Conversion (the “Plan”) with the Division of Banks of the Commonwealth of Massachusetts pursuant to 209 CMR 33.00 (the “Regulations”) on or about [________________] (the “Filing”). Pursuant to the Plan, and subject to the terms and conditions therein, Eastern will reorganize into a publicly traded bank holding company and conduct a public offering of its common stock to eligible depositors of the Bank and others (the “Stock Offering”). Upon the completion of the Stock Offering, the Bank will be a wholly-owned subsidiary of Eastern Bankshares and MHC will cease to exist. Immediately prior to the completion of the Stock Offering, MHC will transfer to Eastern Bankshares all the capital stock of the Bank, resulting in the Bank being a wholly-owned subsidiary of Eastern Bankshares and an indirect, majority owned subsidiary of MHC. The Stock Offering and the related reorganization in which the Bank becomes a wholly-owned subsidiary of Eastern Bankshares are sometimes referred to collectively in this Agreement as the “Reorganization.”
Plan of Stock Issuance. 1. INTRODUCTION Pursuant to a Plan of Reorganization from a Federal Mutual Savings Bank to a Federal Mutual Holding Company, American Savings Bank of NJ (the "Bank") converted to the mutual holding company form of organization in 1999 with no stock offering. Pursuant to the Mutual Holding Company Plan of Reorganization, the Bank became a federal stock savings bank, which had all of its stock owned by American Savings, MHC (the "Mutual Holding Company"), a federal mutual holding company. Pursuant to a plan of reorganization, the Mutual Holding Company acquired all of the stock American Financial Group, Inc. (the "Stock Holding Company"), a federal stock holding company, which acquired all of the stock of the Bank. On February 10, 2003, the Board of Directors of the Bank, the Stock Holding Company and the Mutual Holding Company, by at least a two-thirds vote, resolved to adopt this Plan of Stock Issuance (the "Plan"), pursuant to which the Stock Holding Company proposes, pursuant to the laws of the United States of America and the Rules and Regulations of the Office of Thrift Supervision ("OTS"), to conduct a stock offering of up to but less than 50% of the aggregate of the total voting stock of the Stock Holding Company. In adopting the Plan, the Board of Directors has determined that the Stock Offering is advisable and in the best interest of the Bank, the Stock Holding Company, the Mutual Company and its members. The Stock Offering will enable the Stock Holding Company and the Bank to increase its capital through the issuance of capital stock without undertaking a full conversion from the mutual to the stock form of organization. The Stock Offering will not foreclose the opportunity to effect a conversion of the Mutual Holding Company from the mutual to the stock form of organization in the future. The Stock Offering will significantly increase capital and enable the Bank to further grow through internal expansion, the possible acquisition of other assets, branch offices, financial institutions, possible diversification into other related financial service activities and other purposes and will further enhance the Bank's ability to render services to the public. The mutual holding company structure also will allow the Bank to minimize over- capitalization by providing the flexibility to raise capital through the issuance of stock in a manner designed to meet the Bank's growth needs, rather than in a single stock offering as required in a standard mutual-t...
