CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 18th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Change in Control Agreement (this “Agreement”) is made as of the ___ day of ____________, 2020, by and among Eastern Bank Corporation, a Massachusetts-chartered mutual holding company (the “MHC”), and its subsidiaries, Eastern Bankshares, Inc., a Massachusetts corporation (“Eastern Bankshares”), and Eastern Bank, a Massachusetts-chartered bank (the “Bank”), and [_____________________] (the “Executive”) residing in Massachusetts. MHC, Eastern Bankshares, and the Bank are sometimes referred to collectively in this Agreement as “Eastern”. Eastern and the Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
Mr. James B. Fitzgerald Vice Chairman, Chief Administrative Officer and Chief Financial Officer Eastern Bank, a wholly-owned subsidiary of Eastern Bank Corporation Boston, MA 02110 Dear Mr. Fitzgerald:Eastern Bankshares, Inc. • June 18th, 2020 • Savings institution, federally chartered
This letter sets forth the agreement between Eastern Bank, Boston, Massachusetts (the “Bank”), the wholly-owned subsidiary of Eastern Bank Corporation (the mutual holding company), and RP® Financial, LC. (“RP Financial”). In this regard, the Bank has engaged RP Financial to provide the conversion appraisal services in conjunction with the minority stock offering whereby the Bank will become a wholly-owned subsidiary of a mid-tier stock holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.
January 2, 2020 Eastern Bank Corporation James B. Fitzgerald Boston, MA 02110Letter Agreement • June 18th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • New York
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by Eastern Bank Corporation (the “MHC”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the MHC’s proposed conversion from the mutual to stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to the Company’s proposed Plan of Conversion (the “Plan of Conversion”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the “Community Offering”) and if necessary, through a syndicate of broker-dealers organized by KBW (a “Syndicated Community Offering”) (the Subscription Offering, Community Offering, and any Syndicated
EXECUTIVE RETENTION AND SEVERANCE BENEFITS AGREEMENTExecutive Retention • June 18th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Executive Retention and Severance Benefits Agreement (“Agreement”) is made this day of January, 2016, by and between Quincy Miller (“Executive”) and Eastern Bank (“Eastern” or the “Bank”) (Executive and Eastern are collectively referred to herein as the “Parties”).
