<PAGE> 1
As filed with the Securities and Exchange Commission on December 24, 1997
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MEDFORD BANCORP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 29 HIGH STREET 04-3384928
(State or Other Jurisdiction of MEDFORD, MASSACHUSETTS 02155 (I.R.S. Employer
Incorporation or Organization) (617) 395-7700 Identification No.)
(Address, including zip code, and telephone
number, including area code of Registrant's
principal executive offices)
</TABLE>
DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS
(Full title of the Plan)
ARTHUR H. MEEHAN
Chairman, President and Chief Executive Officer
MEDFORD BANCORP, INC.
29 High Street
Medford, Massachusetts 02155
(617) 395-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
PAUL W. LEE, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1590
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED(1) REGISTERED(2) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.50 100,000 shares $39.63(3) $3,963,000.00 $1,169.09
par value
- ---------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to a Shareholder Rights Plan, each share of Common Stock also has
an associated preferred stock purchase right. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement also covers an indeterminate amount of
interests (including any associated preferred stock purchase rights) to be
offered or sold pursuant to the deferred investment plan for outside
directors described herein.
(2) Plus such additional number of shares as may be required pursuant to the
deferred investment plan for outside directors described herein in the
event of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration
fee on December 19, 1997, utilizing the average of the high and low sale
prices reported on the Nasdaq National Market System on that date.
===========================================================================================================================
</TABLE>
This Registration Statement, including exhibits (See Exhibit Index on Page 10),
consists of 19 pages.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the requirements
of Part I are not required to be filed with the Securities and Exchange
Commission as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Medford Bancorp, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:
(a) and (b) The Registrant's Current Report on Form 8-K as filed with
the Securities and Exchange Commission on November 26, 1997 (the "Form 8-K"),
which includes as exhibits thereto the following: (1) Annual Report of Medford
Savings Bank (the "Bank") on Form F-2 for the year ended December 31, 1996, as
filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1);
Quarterly Report of the Bank on Form F-4 for the quarter ended March 31, 1997,
as filed with the FDIC (Exhibit 99.2); Current Report of the Bank on Form F-3,
as filed with the FDIC on May 7, 1997 (Exhibit 99.3); Quarterly Report of the
Bank on Form F-4 for the quarter ended June 30, 1997, as filed with the FDIC
(Exhibit 99.4); Proxy Statement, dated August 4, 1997, delivered to the Bank's
stockholders in connection with the Bank's September 16, 1997 Special Meeting of
Stockholders, as filed with the FDIC (Exhibit 99.5); Quarterly Report of the
Bank on Form F-4 for the quarter ended September 30, 1997, as filed with the
FDIC (Exhibit 99.6); Current Report of the Bank on Form F-3, as filed with the
FDIC on October 7, 1997 (Exhibit 99.7).
(c) The description of the Registrant's common stock, par value $0.50
per share, contained in Exhibit 3.1 and 99.5 to Form 8-K.
All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification. The Company is a Massachusetts corporation.
Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
may, subject to certain limitations, indemnify its directors, officers,
employees and other agents, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the corporation's articles of organization, a by-law
adopted by the stockholders, or a vote adopted by the holders of a majority of
the shares of stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer or director in his capacity
as officer or director, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him against such
liability.
The Company's By-laws provide that directors and officers of the Company
shall, and in the discretion of the Board of Directors, non-officer employees
may, be indemnified by the Company against liabilities and expenses arising out
of service for or on behalf of the Company. The By-laws provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The By-laws provide that
the indemnification provision in the By-laws does not limit any other right to
indemnification existing independently of the By-laws.
More specifically, Article VI, Section 1, of the Company's By-laws
provides the following definitions relating to the indemnification of directors
and officers:
For purposes of this Article: (a) "Officer" means any person who
serves or has served as a Director of the Company or in any other office
filled by election or appointment by the stockholders or the Board of
Directors and any heirs or personal representatives of such person; (b)
"Non-Officer Employee" means any person who serves or has served as an
employee of the Company, but who is not or was not an Officer, and any
heirs or personal representatives of such person; (c) "Proceeding" means
any action, suit or proceeding, civil or criminal, brought or threatened
in or before any court, tribunal administrative or legislative body or
agency and any claim which could be the subject of a Proceeding; and (d)
"Expenses" means any liability fixed by a judgment, order, decree or
award in a Proceeding, any amount reasonably paid in settlement of a
Proceeding and any professional fees or other disbursements reasonably
incurred in a Proceeding.
Article VI, Section 2, of the Company's By-laws provides that the
Company shall indemnify Officers as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Officer of the Company shall be indemnified by the Company against all
Expenses incurred by such Officer in connection with any Proceedings in
which such Officer is involved as a result of serving or having served
(a) as an Officer or employee of the Company; (b) as a director, officer
or employee of any wholly owned subsidiary of the Company; or (c) in any
capacity with any other corporation, organization, partnership, joint
venture, trust or other entity at the request or direction of the
Company.
2
<PAGE> 4
Article VI, Section 3, of the Company's By-laws provides that the
Company shall indemnify Non-Officer Employees as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Non-Officer Employee of the Company may, in the discretion of the Board
of Directors, be indemnified against any or all Expenses incurred by
such Non-Officer Employee in connection with any Proceeding in which
such Non-Officer Employee is involved as a result of serving or having
served (a) as a Non-Officer Employee of the Company; (b) as a director,
officer or employee of any wholly owned subsidiary of the Company; or
(c) in any capacity with any other corporation, organization,
partnership, joint venture, trust or other entity at the request or
direction of the Company.
Article VI of the Company's By-laws also includes certain provisions
relating to the scope of the indemnification for officers and directors of the
Company and the procedures for determining entitlement to indemnification:
SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY.
No indemnification shall be provided to an Officer or Non-Officer
Employee with respect to serving or having served in any of the
capacities described in Section 2(c) or 3(c) above unless the following
two conditions are met: (a) such service was requested or directed in
each specific case by vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, and (b)
the Company maintains insurance coverage for the type of indemnification
sought. In no event shall the Company be liable for indemnification
under Section 2(c) or 3(c) above for any amount in excess of the
proceeds of insurance received with respect to such coverage as the
Company in its discretion may elect to carry. The Company may but shall
not be required to maintain insurance coverage with respect to
indemnification under Section 2(c) or 3(c) above. Notwithstanding any
other provision of this Section 4, but subject to Section 5 of this
Article VI, the Board of Directors may provide an Officer or Non-Officer
Employee with indemnification under Section 2(c) or 3(c) above as to a
specific Proceeding even if one or both of the two conditions specified
in this Section 4 have not been met and even if the amount of the
indemnification exceeds the amount of the proceeds of any insurance
which the Company may have elected to carry, provided that the Board of
Directors in its discretion determines it to be in the best interests of
the Company to do so.
SECTION 5. GOOD FAITH. No indemnification shall be provided to
an Officer or to a Non-Officer Employee with respect to a matter as to
which such person shall have been adjudicated in any Proceeding not to
have acted in good faith in the reasonable belief that the action of
such person was in the best interests of the Company. In the event that
a Proceeding is compromised or settled so as to impose any liability or
obligation upon an Officer or Non-Officer Employee, no indemnification
shall be provided to said Officer or Non-Officer Employee with respect
to a matter if there be a determination that with respect to such matter
such person did not act in good faith in the reasonable belief that the
action of such person was in the best interests of the Company. The
determination shall be made by a majority vote of those Directors who
are not involved in such Proceeding. However, if more than half of the
Directors are involved in such Proceeding, the determination shall be
made by a majority vote of a committee of three disinterested Directors
chosen by the disinterested Directors at a regular or special meeting.
If there are fewer than three (3) disinterested Directors, the
determination shall be based upon the opinion of the Company's regular
outside counsel.
SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise
provided by the Board of Directors or by the committee pursuant to the
procedure specified in Section 5 of this Article VI, any indemnification
provided for under this Article VI shall include payment by the Company
of Expenses incurred in defending a Proceeding in advance of the final
disposition of such Proceeding upon receipt
3
<PAGE> 5
of an undertaking by the Officer or Non-Officer Employee seeking
indemnification to repay such payment if such Officer or Non-Officer
Employee shall be adjudicated or determined to be not entitled to
indemnification under this Article VI.
SECTION 7. INSURANCE. The Company may purchase and maintain
insurance to protect itself and any Officer or Non-Officer Employee
against any liability of any character asserted against or incurred by
the Company or any such Officer or Non-Officer Employee, or arising out
of any such status, whether or not the Company would have the power to
indemnify such person against such liability by law or under the
provisions of this Article VI.
SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this
Article VI shall limit any lawful rights to indemnification existing
independently of this Article VI.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
*4.1 Specimen certificate for shares of Common Stock of Medford Bancorp,
Inc.
*4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the Articles of
Organization of Medford Bancorp, Inc.
*4.3 Articles II and V of the By-laws of Medford Bancorp, Inc.
4.4 Deferred Investment Plan for Outside Directors
4.5 First Amendment to Deferred Investment Plan for Outside Directors
23.1 Consent of Wolf & Company, P.C., as independent public accountants
24.1 Power of attorney (see page 7 of this Registration Statement)
- ---------------------------
* Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 26, 1997, and
incorporated herein by reference thereto.
4
<PAGE> 6
ITEM 9. UNDERTAKINGS
This Registration Statement on Form S-8 covers securities underlying a deferred
investment plan for outside directors adopted by the Registrant as its plan in
connection with the reorganization of Medford Savings Bank (the "Bank") into
holding company form pursuant to a Plan of Reorganization and Acquisition dated
as of July 29, 1997 between the Registrant and the Bank (the "Plan of
Reorganization"). Pursuant to the Plan of Reorganization, at the effective date
of the Plan of Reorganization, each issued and outstanding share of the Bank's
common stock, par value $0.50 per share (together with associated preferred
stock purchase rights) (except shares held by stockholders exercising
dissenters' rights), automatically and without consideration was converted into
and exchanged for one share of the common stock, par value $0.50 per share of
the Company (together with associated preferred stock purchase rights).
Notwithstanding the foregoing, as required by Item 9 of Form S-8, the Registrant
provides the following undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to
5
<PAGE> 7
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Medford, Commonwealth of Massachusetts, on December
23, 1997.
MEDFORD BANCORP, INC.
By: /s/ Arthur H. Meehan
-----------------------------------------------
Arthur H. Meehan
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Medford Bancorp, Inc. hereby severally constitute Arthur H. Meehan
and Phillip W. Wong and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable Medford Bancorp, Inc. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Arthur H. Meehan Chairman, President, Chief December 23, 1997
- -------------------------------- Executive Officer and Director
Arthur H. Meehan (principal executive officer)
/s/ Phillip W. Wong Senior Vice President, Treasurer December 23, 1997
- -------------------------------- and Chief Financial Officer
Phillip W. Wong (principal financial and
accounting officer)
/s/ Edward D. Brickley Director December 23, 1997
- --------------------------------
Edward D. Brickley
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David L. Burke Director December 23, 1997
- --------------------------------
David L. Burke
/s/ Paul J. Crowley Director December 23, 1997
- --------------------------------
Paul J. Crowley
/s/ Mary L. Doherty Director December 23, 1997
- --------------------------------
Mary L. Doherty
/s/ Edward J. Gaffey Director December 23, 1997
- --------------------------------
Edward J. Gaffey
/s/ Andrew D. Guthrie Jr., M.D. Director December 23, 1997
- --------------------------------
Andrew D. Guthrie Jr., M.D.
- -------------------------------- Director December __, 1997
Robert A. Havern III
/s/ Arthur H. Meehan Director December 23, 1997
- --------------------------------
Arthur H. Meehan
/s/ Eugene R. Murray Director December 23, 1997
- --------------------------------
Eugene R. Murray
/s/ Francis D. Pizzella Director December 23, 1997
- --------------------------------
Francis D. Pizzella
</TABLE>
8
<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, the Trustee
of the Deferred Investment Plan for Outside Directors has duly caused this
Registration Statement to be signed by the undersigned, thereunto duly
authorized, in the City of Somerville, Commonwealth of Massachusetts, on
December 23, 1997.
/s/ John J. Sheehan
-----------------------------
John J. Sheehan
Trustee
9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<S> <C> <C>
*4.1 Specimen certificate for shares of Common
Stock of Medford Bancorp, Inc.
*4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the Articles of
Organization of Medford Bancorp, Inc.
*4.3 Articles II and V of the By-laws of Medford Bancorp, Inc.
4.4 Deferred Investment Plan for Outside Directors
4.5 First Amendment to Deferred Investment Plan for Outside
Directors
23.1 Consent of Wolf & Company, P.C., as independent
public accountants
24.1 Power of attorney (see page 7 of this Registration
Statement)
</TABLE>
- ---------------------------
* Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 26, 1997, and
incorporated herein by reference thereto.
10
<PAGE> 1
DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS
November 28, 1990
As amended and
restated on
April 27, 1992
1. PURPOSE. The purpose of the Plan is to provide Directors of
Medford Savings Bank (the "Bank") and Regional Bancorp, Inc. ("Regional") with
deferred benefits upon retirement and to allow Directors to participate in the
growth of Regional and the Bank through the acquisition of a beneficial interest
in Regional common stock, par value $0.10 per share (the "Common Stock").
2. ADMINISTRATION. The Plan shall be administered by an
Administrative Committee consisting of three or more persons appointed by the
Board of Directors of Regional and the Bank. The Administrative Committee shall
have the authority to adopt rules and regulations for carrying out the Plan, and
to interpret, construe and implement the provisions of the Plan.
3. ELIGIBILITY; EFFECTIVE DATE. Each member of the Board of Directors
of Regional and the Bank who is not an employee of Regional or the Bank (a
"Director") shall be entitled to participate in the Plan. The effective date of
the Plan is December 17, 1990 (the "Effective Date"). The Plan Year for the
initial period following adoption shall begin on the Effective Date and shall
end on January 31, 1991. Thereafter each Plan Year shall be the twelve-month
period beginning on February 1 and ending on January 31.
4. DIRECTORS' DEFERRAL. Each Director may elect to defer payment of
all or any part of the annual retainer fees, meeting fees, committee fees and
other payments for services rendered by the Director to Regional or the Bank on
or after the Effective Date (the "Fees")
<PAGE> 2
pursuant to the provisions of this Plan. A Director's election to defer Fees
shall be in writing and shall be effective upon receipt and acceptance by
Regional and the Bank. For the initial Plan Year, such election shall be made
not later than the Effective Date. In succeeding Plan Years, such election shall
be made not later than six (6) months prior to the commencement of the next
succeeding Plan Year. Any election may be revoked or changed if it is made in
writing not later than six (6) months prior to the commencement of the next Plan
Year, but only as to Fees to be earned at and after commencement of the next
succeeding Plan Year. For the initial Plan Year, a Director also may elect, on
or before the Effective Date, to transfer to an account which will be
established under Section 5 of the Plan any or all of the money which has been
credited to such Director's deferred compensation account ("Transferred Fees")
pursuant to the Medford Savings Bank Director's Deferred Compensation Plan.
5. ESTABLISHMENT OF TRUST; DIRECTORS' ACCOUNTS. In connection with
the adoption of the Plan, Regional and the Bank shall establish a nonqualified
trust (the "Rabbi Trust"). All Fees and Transferred Fees shall be deposited in
the Rabbi Trust on behalf of the participating Directors. Regional, the Bank and
the Trustee of the Rabbi Trust shall maintain a book account for each Director
to which such Fees and Transferred Fees shall be credited (the "Account"). Fees
shall be deposited in the Rabbi Trust and credited to a Director's Account on a
quarterly basis within five (5) business days after the end of the fiscal
quarter during which the compensation constituting such Fees was earned.
In accordance with the terms of the Rabbi Trust, all Fees and
Transferred Fees shall be invested by the Trustee of the Rabbi Trust in shares
of Common Stock. Each Director's Account shall indicate the number of shares of
Common Stock which have been purchased and
2
<PAGE> 3
are being held in the Trust on behalf of each Director. Cash dividends paid on
shares of Common Stock held in the Rabbi Trust shall be used to purchase
additional shares of Common Stock and shall be credited to the Directors'
Accounts. Stock dividends, stock splits and other distributions payable on
Common Stock also will be held in the Rabbi Trust and shall be credited to the
Directors' Accounts. The Trustee may acquire up to 350,000 shares of Common
Stock under the Plan, subject to adjustment in the event of a stock dividend,
stock split, recapitalization or similar event.
6. UNSECURED GENERAL CREDITOR. Notwithstanding anything to the
contrary contained herein, neither the Directors nor any beneficiaries
designated by them, nor any of their respective representatives or estates,
shall have any right, other than the right of an unsecured general creditor,
against the Bank with respect to the Directors' Accounts, the Rabbi Trust and
the shares of Common Stock held in the Rabbi Trust. Notwithstanding anything to
the contrary contained herein, to the extent Regional or the Bank contributes
amounts representing Fees and Transferred Fees on behalf of Directors to the
Rabbi Trust, Regional or the Bank, as the case may be, shall be relieved and
released of any and all liability to Directors with respect to such
contributions.
7. DISTRIBUTION.
(a) No withdrawals may be made from an Account by a Director
except as set forth in this Section. Subject to the discretion of the Trustee to
accelerate a distribution in the case of unforeseeable financial need or
hardship, the number of shares of Common Stock allocated to a Director's Account
shall be distributed in annual installments (as nearly equal in amount as
possible) over a three (3) year period after a Director ceases to be a Director
of
3
<PAGE> 4
Regional and the Bank; PROVIDED, HOWEVER, that under no circumstances shall a
Director receive any distributions of shares of Common Stock until six months
after he ceases to be a Director. In lieu of distributing fractional shares of
Common Stock, a Director will receive cash equal to the fair market value of
such fractional shares at the close of business on the day preceding the day on
which such distribution is made.
(b) In the event of the Director's death prior to the time at
which distributions have been made pursuant to Section 7(a), the beneficiary or
beneficiaries designated by the Director in writing to Regional and the Bank
prior to the Director's death or, failing such designation, the Director's
estate shall receive the distributions from the Director's Account in the same
manner provided in Section 7(a).
8. NON-ASSIGNABLE. The right to receive shares of Common Stock under
this Plan shall not be subject to alienation, assignment, garnishment,
execution, levy, pledge, sale or transfer of any kind, except by will or by the
laws of decent and distribution, and any attempt to cause any such right to
receive shares of Common Stock to be so subjected, except by will or by the laws
of descent and distribution, shall not be recognized.
9. EXPENSES. Regional and the Bank shall pay all expenses and taxes
in connection with the Plan and the Rabbi Trust.
10. PARTIES. The terms of this Plan shall be binding upon Regional,
the Bank and their successors or assigns and each Director participating herein
and his beneficiaries, heirs, executors and administrators.
11. LIABILITY OF REGIONAL AND THE BANK. Neither Regional, the Bank nor
any person acting on behalf of Regional or the Bank shall be liable for any act
performed or the failure to
4
<PAGE> 5
perform any act with respect to this Plan, except in the event that there has
been a judicial determination of willful misconduct on the part of Regional or
the Bank or such person.
12. TERMINATION; AMENDMENT. Regional and the Bank may terminate this
Plan on ninety (90) days' written notice to each Director participating herein.
A termination of the Plan shall have no effect other than to eliminate the right
of each Director to defer further compensation under this Plan. The Board of
Directors of Regional and the Bank may amend the Plan at any time and from time
to time; provided that any such amendments that require stockholder approval
under applicable laws and regulations shall also be approved by stockholders of
Regional at an annual or special meeting of such stockholders to the extent
required by and in accordance with any such laws or regulations. No amendment
shall, without the consent of a Director, adversely affect such Director's
rights under the Plan.
13. NOTICES; GOVERNING LAW.
(a) Notices, elections or designations by a Director to Regional
or the Bank hereunder shall be addressed to the attention of the Treasurer of
Regional or the Bank, as the case may be.
(b) This Agreement shall be construed and enforced in accordance
with, and governed by, the laws of the State of Delaware.
5
<PAGE> 1
FIRST AMENDMENT
TO
DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS
A. The Deferred Investment Plan For Outside Directors, as established on
November 28, 1990, as subsequently amended and restated, is hereby amended as
follows:
1. Section 1 of the Plan is hereby amended by deleting said section in
its entirety and substituting therefor the following:
"1. PURPOSE. The purpose of the Plan is to provide Directors of
Medford Savings Bank (the 'Bank') and Medford Bancorp, Inc. (the 'Holding
Company') with deferred benefits upon retirement and to allow Directors
to participate in the growth of the Holding Company and the Bank through
the acquisition of a beneficial interest in common stock of the Holding
Company, par value $0.50 per share (the 'Common Stock')."
2. The Plan is further amended by deleting all references to
"Regional" and substituting therefor "the Holding Company."
3. Section 4 is hereby amended by deleting the fourth and fifth
sentences thereof and substituting therefore the following:
"In succeeding Plan Years, such election shall be made not later than
31 days prior to the commencement of the next succeeding Plan Year. Any
such election may be revoked or changed if it is made in writing not
later than 31 days prior to the commencement of the next Plan Year, but
only as to fees to be earned at and after commencement of the next
succeeding Plan Year."
4. Section 13 (b) is hereby amended by deleting the reference to "the
State of Delaware" and substituting therefor "the Commonwealth of
Massachusetts."
B. This First Amendment shall become effective upon the final approval of
Medford Bancorp, Inc. as the holding company of Medford Savings Bank.
<PAGE> 2
IN WITNESS WHEREOF, this First Amendment has been signed and sealed for
and on behalf of Medford Savings Bank and Medford Bancorp, Inc. by their duly
authorized officers this twenty-sixth day of November, 1997.
MEDFORD SAVINGS BANK
By: /s/ Arthur H. Meehan
_______________________________________
Arthur H. Meehan
Chairman, President and Chief Executive
Officer
MEDFORD BANCORP, INC.
By: /s/ Arthur H. Meehan
_______________________________________
Arthur H. Meehan
Chairman, President and Chief Executive
Officer
2
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Medford Bancorp, Inc. (Holding Company for Medford Savings Bank)
of our report dated January 24, 1997 appearing in the Medford Savings Bank
Annual Report on Form F-2 for the year ended December 31, 1996, which is
included in Medford Bancorp, Inc.'s current report on Form 8-K filed with the
Securities and Exchange Commission on November 26, 1997.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
December 23, 1997
