Optional Provisions of a Plan of Conversion

Notwithstanding any other provisions of 209 CMR 33.00, in addition to the requirements of 209 CMR 33.05, the plan of conversion may provide any or all of the following: (1) That trustees, directors, officers, and employees of the converting bank, as part of the subscription offering, shall be entitled to purchase up to 30% of the total offering of shares of capital stock, but only to the extent that shares are available after satisfying the subscriptions of eligible account holders and supplemental eligible account holders. The share shall be allocated among trustees, directors, officers, and employees on an equitable basis such as by giving weight to the period of service, compensation and position of the individual, subject to a 5% limitation on the amount of shares which may be purchased by any one person, associate thereof, or group of affiliated persons or group of persons otherwise acting in concert. (shares purchased under 209 CMR 33.06 shall be aggregated with shares purchased under all sections when calculating limitations). For purposes of 209 CMR 33.06(1), members of the converting bank's board shall not be deemed to be associates or a group acting in concert solely as a result of their board membership. 10/2/98 (Effective 9/4/98) - corrected (2) Any account holder receiving rights to purchase stock in the subscription offering, shall also receive, without payment, nontransferable subscription rights to purchase up to 1% of the total offering of shares of capital stock, to the extent that such shares are available after satisfying the subscriptions provided for under 209 CMR 33.05(3) and (5) subject to such conditions as may be provided in the plan of conversion. In the event of an oversubscription for such additional shares, the shares available shall be allocated among the subscribing eligible account holders and supplemental eligible account holders on such equitable basis, related to the amounts of their respective subscriptions, as may be provided in the plan of conversion. Where possible, such subscriptions shall be allocated in such a manner that total purchases by eligible account holders and supplemental eligible account holders shall be rounded to the nearest 100 shares. (3) The number of shares which any person, or group of persons, associated with each other or otherwise acting in concert, may purchase may be made subject to a limit of not less than 1% of the total offering of shares. (4) Any person exercising subscription rights to purchase capital stock may be required to purchase a minimum of up to 25 shares to the extent the shares are available (but the aggregate price for any minimum share purchase shall not exceed $500). (5) The converting bank may issue and sell, in lieu of shares of its capital stock, units of securities consisting of capital stock and long-term warrants or other equity securities, in which event any reference in 209 CMR 33.00 to capital stock shall apply to such units of equity securities unless the context otherwise requires. (6) That, except as otherwise approved by the commissioner, the subscription offering shall commence within 45 days after the date of the meeting of corporators or shareholders for approval of the plan of conversion. (7) That purchases of stock pursuant to the public offering by any person together with any associate or group of persons acting in concert shall be limited to less than 10% of the total offering of shares, provided that orders for conversion stock exceeding 5% of the total offering shall not exceed in the aggregate 10% of the total offering. (8) Provide that with the approval of the commissioner, the converting bank may hold a direct community offering concurrently with the subscription offering. (9) That the commissioner may approve such other equitable provisions as may be necessary to avert imminent injury to the converting bank. 33.07 Information Documents (1) Information documents intended to inform corporators of a savings bank, or shareholders of a co-operative bank, previous to the vote on the plan of conversion may not be released until their content and use have been approved by the commissioner. (2) Information documents must be sent to all eligible voters in order to enable them to make an informed decision. (3)(a) No information documents or other communications, written or oral, sent by the bank, its management, or any other person in connection with the meeting to vote on a plan of conversion shall contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or omits information necessary to correct any statement in any earlier communication with respect to such meeting which become false or misleading. 10/2/98 (Effective 9/4/98) - corrected (b) The fact that information documents have been filed with or examined by the commissioner and cleared for use shall not be deemed to be a finding by the commissioner that such information documents are accurate or complete or not false or misleading, or that the commissioner has passed upon the merits of or approved any proposal contained therein. No representation contrary to the foregoing shall be made by any person. (c) If information documents or other communications by management violate any provisions of 209 CMR 33.07, the commissioner may require remedial measures including: 1. Correction of any such violation by means of a retraction and new information documents; 2. Rescheduling of the meeting for a vote on the plan of conversion; and 3. Any other action the commissioner may deem appropriate under the circumstances in order to assure a fair vote.