Exhibit 99.2 Press Release
AGREEMENT BETWEEN MAFN AND JAINDL GROUP
This Agreement is made this 16th day of August, 2000 among Mark W.
Jaindl ("Jaindl"), having an office at 4029 West Tilghman Street,
Allentown, PA 18104, the "Jaindl Group" as that term is defined in
paragraph 7, Massachusetts Co-operative Bank ("Bank") and Massachusetts
Fincorp, Inc. ("MAFN"), having an office at 70 Quincy Avenue, Quincy,
Massachusetts 02169.
1. MAFN has retained Keefe, Bruyette & Woods ("investment banker")
to review alternatives to enhance shareholder value. The MAFN Board shall
diligently exercise its fiduciary responsibility to consider the
recommendations of the investment banker and to implement those
recommendations approved by the Board.
2. Bank shall increase the size of Bank's Board of Directors by
three and appoint Jaindl, William E. Schantz II ("Schantz"), and Scott E.
Buck ("Buck") (collectively referred to as "Committee"), to the resulting
vacancies, for a term commencing at the August 2000 meeting of the Board of
Directors and ending with their term as a director of MAFN ("Term").
During the Term, the MAFN Board of Directors shall remain at eleven members
and shall not increase or decrease without the approval of the Committee.
3. During the Term, Bank and MAFN agree to appoint at least one
member of the Committee, as designated by the Committee, to each committee
of the Bank or MAFN. The Committee may waive this requirement on a per
committee basis. The Bank and MAFN specifically agree to appoint Jaindl to
the Bank and MAFN Strategy Committees.
4. The MAFN nominating committee shall nominate, and agree to
solicit proxies for Jaindl, Buck, and Schantz for election at the 2003 MAFN
Annual Meeting.
5. In regards to the 2001 MAFN Annual Meeting, the Jaindl Group will
support and vote in favor of the nomination of directors by MAFN and agrees
to follow and support all decisions of a majority of the Board of Directors
of MAFN up to and including the 2001 annual meeting. Nothing contained in
this paragraph shall be interpreted to prohibit Jaindl, Schantz or Buck
from voting, as a director, in such manner as he deems appropriate on any
matter which may come before the Board of Directors or any committee of
MAFN or the Bank, nor shall the same prohibit him from including, in any
disclosure by MAFN under the Securities Exchange Act of 1934, any statement
explaining his vote if he is required to include such an explanation in
such disclosure by Section 14 of the Securities Exchange Act of 1934, and
any regulations related thereto.
6. The Jaindl Group will not take any action indirectly, or induce
any other person or entity to take any action which, if taken directly by
the member of the Jaindl Group, would be in violation of this agreement,
nor will the Jaindl Group take any action which would reasonably be
anticipated to thwart any of the provisions of this Agreement. All the
members of the Jaindl Group shall be personally bound by the provisions of
this Agreement which by their terms are applicable to the Jaindl Group. The
members of the Jaindl Group agree not to seek to use the press or other
public pronouncements to publicly air disputes with the Company through and
including the 2001 MAFN Annual Meeting.
7. The term "the Jaindl Group" shall mean Mark W. Jaindl, Frederick
J. Jaindl, Zachary J. Jaindl Trust, Julianne K. Jaindl Trust, William E.
Schantz, and Scott Buck.
8. Each member of the Jaindl Group, by his signature below binds
himself, his heirs, and his successors to the provisions of this agreement.
9. By their signatures below, Paul C. Green, President of MAFN and
President & CEO of the Bank, and Renee R. Czajkowski, Clerk of MAFN and
Clerk of the Bank certify that at meetings held on August 16, 2000, the
above agreement was approved by a majority of the Boards of Directors of
MAFN and of the Bank, and that Paul C. Green was authorized to sign this
agreement on behalf of MAFN and of the Bank.
/s/Mark W. Jaindl /s/Paul C. Green
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Mark W. Jaindl Paul C. Green
President
/s/Frederick J. Jaindl /s/Renee R. Czajkowski
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Frederick J. Jaindl Renee R. Czajkowski
Clerk
/s/Mark W. Jaindl
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Mark W. Jaindl
Trustee of the Julianne K. Jaindl Trust
/s/Mark W. Jaindl
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Mark W. Jaindl
Trustee of the Zachary J. Jaindl Trust
/s/William E. Schantz
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William E. Schantz
/s/Scott E. Buck
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Scott E. Buck
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