Meridian Interstate Bancorp Inc Sample Contracts

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 11th, 2009 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
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PREAMBLE
Supplemental Executive Retirement Agreement • January 22nd, 2009 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
FORM OF ESOP LOAN AGREEMENT
Loan Agreement • September 28th, 2007 • Meridian Interstate Bancorp Inc • Massachusetts

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of [DATE], by and between the EAST BOSTON SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the East Boston Savings Bank Employee Stock Ownership Plan (“ESOP”); and [MERIDIAN INTERSTATE FUNDING CORP.] (“Lender”), a corporation organized and existing under the laws of the Commonwealth of Massachusetts.

FORM OF TRUST AGREEMENT BETWEEN EAST BOSTON SAVINGS BANK AND [NAME] FOR THE EAST BOSTON SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST Effective as of January 1, 2007
Trust Agreement • September 28th, 2007 • Meridian Interstate Bancorp Inc

This TRUST AGREEMENT dated as of [DATE] between EAST BOSTON SAVINGS BANK, with its administrative office at 67 Prospect Street, Peabody, MA 01960 (hereinafter called the “Company”), and [NAME] with its administrative office at [ADDRESS] (hereinafter called the “Trustee”).

TWO-YEAR CHANGE IN CONTROL AGREEMENT
Two-Year Change in Control Agreement • December 18th, 2013 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Change in Control Agreement (the “Agreement”) is made effective as of the 17th day of December, 2013 (the “Effective Date”), by and between East Boston Savings Bank (the “Bank”), a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”) and John Migliozzi (“Executive”).

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • May 14th, 2008 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

THIS AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is dated as of January 1, 2007, by and between EAST BOSTON SAVINGS BANK, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and ROBERT F. VERDONCK (the “Executive”). The Agreement is an amendment and restatement of the agreement by and between the Bank and the Executive dated January 29, 1985, as amended by instruments dated February 10, 1994, and September 14, 1995, and as amended and restated as of July 1, 1996 and December 1, 2003.

MERIDIAN INTERSTATE BANCORP, INC. 11,557,500 Shares (subject to increase to 13,291,125 shares) COMMON SHARES (No Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 13, 2007
Meridian Interstate • November 27th, 2007 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • New York

Meridian Interstate Bancorp, Inc., a Massachusetts corporation (the “Company”), East Boston Savings Bank, a Massachusetts-chartered stock savings bank (the “Bank”), and Meridian Financial Services, Incorporated, a Massachusetts-chartered mutual holding company and the current sole stockholder of the Company (the “MHC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette” or the “Selling Agent”) to serve as agent of the Company to assist the Company in the sale of up to 11,557,500 (subject to increase up to 13,291,125 shares) of Common Stock (as defined below) of the Company (the “Shares”) in the Subscription and Community Offerings, as defined below, and if necessary, a Syndicated Community Offering as follows:

FORM OF SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • May 14th, 2008 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is dated as of July 1, 2007, by and between MERIDIAN INTERSTATE BANCORP, INC. (the “Company”) and RICHARD J. GAVEGNANO (the “Executive”).

FORM OF AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • September 28th, 2007 • Meridian Interstate Bancorp Inc • Massachusetts

This Amended and Restated Supplemental Executive Retirement Agreement (the “Agreement”) is dated as of the [date], by and between East Boston Savings Bank, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and [Name] (the “Executive”). The Agreement is an amendment and restatement of the agreement by and between the Bank and the Executive dated [date], as amended by instruments dated [date], and [date], and as amended and restated as of [date].

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2010 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th day of July, 2009 (the “Effective Date”) by and between EAST BOSTON SAVINGS BANK, a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”), and Edward J. Merritt (the “Executive”).

SECOND AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • April 8th, 2009 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered
JOINT BENEFICIARY DESIGNATION AGREEMENT THAT SUPERCEDES AND REPLACES THE AMENDED AND RESTATED SPLIT DOLLAR AGREEMENT DATED JUNE 28, 2002
Joint Beneficiary Designation Agreement • March 16th, 2010 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

Insurer: Relationship of Insured to Bank: Cigna Life Insurance Company Cigna Life Insurance Company Cigna Life Insurance Company Cigna Life Instance Company Cigna Life Insurance Company Cigna Life Insurance Company Travelers Life and Annuity Insurance Company Policy Number: BOL000887Z BOL000888Z BOL000889Z BOL000890Z BOL000891Z BOL000892Z BOL000893Z 7404437 Bank: Mt. Washington Co-Operative Bank Insured: Edward J. Merritt Relationship of Insured to Bank: Executive

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2007 • Meridian Interstate Bancorp Inc • Massachusetts

This AGREEMENT (the “Agreement”) is amended and restated in its entirety as of [date] (the “Effective Date”), by and between EAST BOSTON SAVINGS BANK, a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”), and [name] (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Bank and the Executive agree as follows:

FORM OF SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • September 28th, 2007 • Meridian Interstate Bancorp Inc • Massachusetts

This Supplemental Executive Retirement Agreement (the “Agreement”) is dated this [date], by and between East Boston Savings Bank, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and [Name] (the “Director”). The Agreement is to become effective [date].

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR EDWARD J. MERRITT
Supplemental Executive Retirement Agreement • March 16th, 2010 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Supplemental Executive Retirement Agreement (the “Agreement”) is entered into effective as of the Merger Effective Time (as defined below) by and between East Boston Savings Bank, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank” or “Employer”) and Edward J. Merritt (the “Executive”).

MERIDIAN INTERSTATE BANCORP, INC. 11,557,500 Shares (subject to increase to 13,291,125 shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT
Agency Agreement • November 7th, 2007 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • New York

Meridian Interstate Bancorp, Inc., a Massachusetts corporation (the “Company”), East Boston Savings Bank, a Massachusetts-chartered stock savings bank (the “Bank”), and Meridian Financial Services, Incorporated, a Massachusetts-chartered mutual holding company and the current owner of the Company (the “MHC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette” or the “Selling Agent”) to serve as agent of the Company to assist the Company in the sale of up to 11,557,500 (subject to increase up to 13,291,125 shares) of Common Stock (as defined below) of the Company (the “Shares”) in the Subscription and Community Offerings, as defined below, and if necessary, a Syndicated Community Offering as follows:

AMENDMENT NUMBER ONE TO JOINT BENEFICIARY DESIGNATION AGREEMENT
Joint Beneficiary Designation Agreement • March 16th, 2010 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

THIS AMENDMENT NUMBER ONE (this “Amendment”) to the Joint Beneficiary Designation Agreement (the “Agreement”) entered into between Mt. Washington Cooperative Bank (“MWCB”) and Edward J. Merritt 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).

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AGREEMENT AND PLAN OF MERGER By and Among EAST BOSTON SAVINGS BANK, MERIDIAN INTERSTATE BANCORP, INC., MERIDIAN FINANCIAL SERVICES, INCORPORATED And MT. WASHINGTON COOPERATIVE BANK Dated as of July 20, 2009
Agreement and Plan of Merger • July 24th, 2009 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2009, is by and between (i) East Boston Savings Bank, a Massachusetts savings bank with its principal executive offices located at 10 Meridian Street, East Boston, Massachusetts 02128, Meridian Interstate Bancorp, Inc., a Massachusetts corporation (“Meridian Bancorp”), Meridian Financial Services, Incorporated, a Massachusetts mutual holding company (“Meridian MHC”), and (ii) Mt. Washington Cooperative Bank, a Massachusetts cooperative bank (“MWCB”). Each of East Boston Savings Bank, Meridian Bancorp, Meridian MHC and MWCB is sometimes individually referred to herein as a “party,” and East Boston Savings Bank, Meridian Bancorp, Meridian MHC and MWCB are collectively sometimes referred to as the “parties.”

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