==============================================================================
As filed with the Securities and Exchange Commission on March 31, 1998
Registration No._______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
Mid-Coast Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 10-454232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1768 Atlantic Highway, Box 589
Waldoboro, Maine 04572
(207) 832-7521
(Address, including Zip Code, of principal executive offices)
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Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
(Full title of the Plan)
-------------------
Wesley E. Richardson
President, Chief Executive Officer and Treasurer
1768 Atlantic Highway, Box 589
Waldoboro, Maine 04572
(207) 832-7521
Copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street, N.W., Suite 200
Washington, D.C. 20005
(202) 347-8400
(Name and address, including Zip Code, telephone number
and area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Per Share(2) Price(2) Registration Fee
- ------------------------------------ ------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 27,621 shares $39.00 $1,077,219 $318.00
<FN>
<F1> Based on the number of shares of common stock of Mid-Coast Bancorp,
Inc. (the "Company") authorized for awards under the Recognition and
Retention Plan of Mid-Coast Bancorp, Inc. ("Plan"). In addition to such
shares, this registration statement also covers an undetermined number
of common stock of the Company that, by reason of certain events
specified in the Plan, may be granted through the application of
certain anti-dilution provisions.
<F2> Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, shares that
may be awarded under the Plan in the future are deemed to be offered
at $39.00 per share, the closing price of the common stock of the
Company on the Nasdaq SmallCap Market on March 27, 1998.
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Note: The document containing the information specified in this
Part I will be sent or given to participants as specified by Rule
428(b)(1). Such document need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this registration statement pursuant to Item
3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").
PART II
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed with the
Commission by the Registrant (File No. 01-18096) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1997, which was filed with the
Commission pursuant to the Securities Exchange Act of 1934,
as amended ("Exchange Act");
(2) the description of the Registrant's Common Stock (the
"Common Stock") contained in Item 1 of the Registrant's
Registration Statement on Form 8-A, and any amendments
thereto which was filed with the Commission pursuant to the
Exchange Act on November 6, 1989;
(3) the Registrant's Quarterly Report on Form 10-QSB for the
quarters ended June 30, 1997, September 30, 1997 and
December 31, 1997; and
(4) the Mid-Coast Bancorp, Inc. Proxy Statement dated June 6,
1997 for the Annual Meeting of Shareholders held on July 16,
1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
date of the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any document which is or is
deemed to be incorporated by
<PAGE>
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Mid-Coast Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents). Written
requests should be directed to Wesley E. Richardson, President, Chief
Executive Officer and Treasurer, Mid-Coast Bancorp, Inc., 1768 Atlantic
Highway, Box 589, Waldoboro, Maine 04572. Telephone requests may be
directed to (207) 832-7521.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Bylaws of the
Registrant.
Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action
or suit if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders
<PAGE>
or disinterested directors or by independent legal counsel in a written
opinion that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him, an
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify
him under Section 145.
Article IX of the Bylaws of the Registrant provides that any
person who is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, and any appeal
therein, whether civil, criminal, administrative, arbitrative or
investigative by reason of the fact that he or she is or was a director,
officer, trustee, employee or agent of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee, trustee
or agent of another corporation, association, partnership, joint venture,
trust or other enterprise, will be indemnified by the Registrant against
expenses (including attorneys; fees, judgments, fines , penalties and
amount paid in settlement actually or reasonable incurred by him or her if
her or she reasonably believed to be in or not opposed to the best
interest of the Registrant, and, with respect to any criminal action, has
not reason to believe his or her conduct was unlawful.
The indemnitee may apply to any court of competent jurisdiction
in the State of Delaware for indemnification to the extent permissible in
the bylaws. The basis of the indemnification shall be that the indemnitee
has met the applicable standards of conduct set forth in the bylaws.
Notice must be given to the Registrant upon filing of such application to
the court.
The right of indemnification conferred in Article IX of the
Bylaws shall not be exclusive of any right which any person may have or
hereafter acquire under any statute, agreement, vote of shareholders,
disinterested directors, or otherwise.
Article IX, Section 8 also provides that the Company may purchase
and maintain insurance on behalf of any person who is or was director,
trustee, employeee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, trustee, employee or agent
of another corporation, association, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of Article IX of the Bylaws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Mid-Coast Bancorp, Inc. pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of Mid-Coast Bancorp, Inc.
3.2 By-Laws of Mid-Coast Bancorp, Inc.
4.1 Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
4.2 Form of Award Agreement under the Recognition and Retention
Plan of Mid-Coast Bancorp, Inc. for Officers and Employees
4.3 Form of Award Agreement under the Recognition and Retention
Plan of Mid-Coast Bancorp, Inc. for Outside Directors
23.1 Consent of Baker Newman & Noyes, Limited Liability Company
Item 9. Undertakings.
A. Rule 415 offering. The undersigned Registrant is a small business
issuer registering securities under Rule 415 of the Securities Act, and the
undersigned small business issuer will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment in this registration statement to:
(iii) Include any additional or changed material distribution
on the plan of distribution.
(2) For the purpose of determining 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.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold during the period.
<PAGE>
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 town of Waldoboro, State of Maine on the
31st day of March, 1998.
Mid-Coast Bancorp, Inc.
(Registrant)
By: /s/ WESLEY E. RICHARDSON
-------------------------------------
Wesley E. Richardson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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/ WESLEY R. RICHARDSON President, Chief Executive March 31, 1998
- --------------------------- Officer, Treasurer and Director
Wesley R. Richardson (Principal Executive Officer)
/s/ ROBERT E. CARTER, JR. Vice-President March 31, 1998
- ---------------------------
Robert E. Carter, Jr.
/s/ WAITE W. WESTON Director and Chairman March 31, 1998
- ---------------------------
Waite W. Weston
/s/ ROBERT W. SPEAR Director and Vice Chairman March 31, 1998
- ---------------------------
Robert W. Spear
/s/ SHARON CROWE Director March 31, 1998
- ---------------------------
Sharon Crowe
/s/ RONALD E. DOLLOFF Director March 31, 1998
- ---------------------------
Ronald E. Dolloff
/s/ SAMUEL COHEN Director March 31, 1998
- ---------------------------
Samuel Cohen
/s/ LINCOLN O. ORFF Director March 31, 1998
- ---------------------------
Lincoln O. Orff
</TABLE>
<PAGE>
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
OF
MID-COAST BANCORP, INC.
The undersigned acting as incorporators of a corporation under the
Delaware General Corporation Law, adopt the following Certificate of
Incorporation:
ARTICLE 1. Corporate Title. The name of the corporation is Mid- Coast
Bancorp, Inc. (the "Corporation").
ARTICLE 2. Registered Office. The address of the Corporation's initial
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, and the name of the initial
registered agent at such address is The Corporation Trust Company.
ARTICLE 3. Duration. The duration of the Corporation is perpetual.
ARTICLE 4. Purpose and Powers. The purpose for which the Corporation is
organized is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
ARTICLE 5. Capital Stock. The total number of shares of all classes of
the capital stock which the Corporation has the authority to issue is
2,000,000, of which 1,500,000 shall be common stock, par value $1.00 per share,
and of which 500,000 shall be preferred stock, par value $1.00 per share. The
shares may be issued from time to time as authorized by the board of directors
without further approval of shareholders except as otherwise provided in this
Article 5 or to the extent that such approval is required by governing law,
rule, or regulation. The consideration for the issuance of the shares shall be
paid in full before their issuance and shall not be less than the par value.
Neither promissory notes nor future services shall constitute payment or part
payment for the issuance of shares of the Corporation. The consideration for
the shares shall be cash, tangible or intangible property (to the extent direct
investment in such property would be permitted), labor, or services actually
performed for the Corporation or any combination of the foregoing. In the
absence of actual fraud in the transaction, the value of such property, labor,
or services, as determined by the board of directors of the Corporation, shall
be conclusive. Upon payment of such consideration, such shares shall be deemed
to be fully paid and nonassessable. In the case of a stock dividend, that part
of the surplus of the Corporation which is transferred to stated capital upon
the issuance of shares as a share dividend shall be deemed to be the
consideration for their issuance.
No shares of capital stock (including shares issuable upon conversion,
exchange, or exercise of other securities) shall be issued, directly or
indirectly, to officers, directors, or controlling persons of the Corporation
other than as part of a general public offering or as qualifying shares to a
director, unless their issuance or the plan under which they would be issued
has been approved by a majority of the total votes eligible to be cast at a
legal meeting.
Nothing contained in this Article 5 (or in any supplementary sections
hereto) shall entitle the holders of any class of a series of capital stock to
vote as a separate class or series or to more than one vote per share:
Provided, that this restriction on voting separately by class or series shall
not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of the board of
directors, less than a majority thereof, in the event of default in the
payment of dividends on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Corporation with another corporation or the sale,
lease, or conveyance (other than by mortgage or pledge) of properties or
business in exchange for securities of a corporation other than the
Corporation if the preferred stock is exchanged for securities of such
other corporation; and
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in this
Article 5 (or in any supplementary sections hereto), including any
amendment which would create or enlarge any class or series ranking prior
thereto in rights and preferences. An amendment which increases the
number of authorized shares of any class or series of capital stock, or
substitutes the surviving corporation in a merger or consolidation for
the Corporation, shall not be considered to be such an adverse change.
A description of the different classes and series (if any) of the
Corporation's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of
and series (if any) of capital stock are as follows:
A. Common Stock. Except as provided in this Article 5 (or in any
supplementary sections hereto) the holders of the common stock shall
exclusively possess all voting power. Each holder of shares of common stock
shall be entitled to one vote for each share held by such holder, including the
election of directors. There shall be no cumulative voting rights in the
election of directors. Each share of common stock shall have the same relative
rights as and be identical in all respects with all the other shares of common
stock.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full
amount of dividends and of sinking fund, or retirement fund, or other
retirement payments, if any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the common stock
and on any class or series of stock entitled to participate therewith as to
dividends, out of any assets legally available for the payment of dividends;
but only when and as declared by the board of directors.
In the event of any liquidation, dissolution, or winding up of the
Corporation, the holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Corporation available for distribution remaining after: (1)
payment or provision for payment of the Corporation's debts and liabilities;
and (ii) distributions or provision for distributions to holders of any class
or series of stock having preference over the common stock in the liquidation,
dissolution, or winding up of the Corporation.
B. Preferred Stock. The board of directors of the Corporation is
authorized, by resolution or resolutions from time to time adopted and by
filing a certificate pursuant to the applicable law of the State of Delaware,
to provide for the issuance of one or more classes of preferred stock, which
shall be separately identified. The shares of any class may be divided into and
issued in series, with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of the same class shall be identical except as to the following relative rights
and preferences, as to which there may be variations between different series:
1. The distinctive serial designation and the number of shares
constituting such series;
2. The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
3. The voting powers, full or limited, if any, of shares of such
series;
4. Whether the shares of such series shall be redeemable and, if
so, the price or prices at which, and the terms and conditions on which, such
shares may be redeemed;
5. The amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution, or winding up
of the Corporation;
6. Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such funds and the
manner of its application, including the price or prices at which such shares
may be redeemed or purchased through the application of such fund;
7. Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of the
Corporation and, if so, the conversion price or prices, or the rate or rates of
exchange, and the adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of such conversion or
exchange;
8. The price or other consideration for which the shares of such
series shall be issued; and
9. Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of serial
preferred stock and whether such shares may be reissued as shares of the same
or any other series of serial preferred stock.
Each share of series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares
of the same series.
ARTICLE 6. Preemptive Rights. Holders of the capital stock of the
Corporation shall not be entitled to preemptive rights with respect to any
shares of the Corporation which may be issued.
ARTICLE 7. Approval for Acquisitions of Control and Offers to Acquire
Control. The provisions of this Article 7 shall become effective upon the
consummation of the conversion of The Waldoboro Bank, F.S.B. (the "Bank") to a
capital stock savings Bank and the Bank concurrently becoming a wholly-owned
subsidiary of the Corporation. In the event that thereafter the Bank (or any
successor institution) ceases to be a majority-owned subsidiary of the
Corporation, this Article 7 shall thereupon ceases to be effective.
A. Five-Year Restrictions on Acquisitions of Control and Offers to
Acquire Control.
For a period of five years after the consummation of the conversion
of the Bank to a capital stock savings bank, no Person shall acquire Control of
the Corporation, or make any Offer to acquire Control of the Corporation,
unless such acquisition or Offer has received the prior approval of at least
two-thirds of the directors then in office at a duly constituted meeting of the
board of directors of the Corporation called for such purpose. The terms
"Person", "Control" and "Offer" as used in this Article 7 are defined in
Section E hereof.
B. Shareholder Vote and Regulatory Approval Required for Acquisition
of Control at any Time.
No Person shall acquire Control of the Corporation at any time,
unless such acquisition has been approved prior to its consummation by the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Voting Stock (as defined in Section E hereof) at a duly constituted
meeting of shareholders called for such purpose; provided, however, that this
provision shall not apply if such acquisition of Control has been approved by
at least two-thirds of the directors then in office at a duly constituted
meeting of the board of directors called for such purpose. In addition, no
Person shall acquire Control of the Corporation at any time without obtaining
prior thereto all federal regulatory approvals required under the Change in
Savings and Loan Control Act (the "Control Act") and the Savings and Loan
Holding Company Act (the "Holding Company Act"), or any successor provisions of
law, and in the manner provided by all applicable regulations of the Federal
Savings and Loan Insurance Corporation (the ""FSLIC"). In the event that
Control is acquired without obtaining all such regulatory approvals, such
acquisition shall constitute a violation of this Article 7 and the Corporation
shall be entitled to institute a private action to enforce such statutory and
regulatory provisions.
C. Excess Shares.
In the event that Control of the Corporation is acquired in
violation of this Article 7, all shares of Voting Stock owned by the Person so
acquiring Control in excess of the number of shares the beneficial ownership of
which is deemed under Section E hereof to confer Control of the Corporation
shall be considered from and after the date of their acquisition by such Person
to be "excess shares" for purposes of this Article 7. Such excess shares shall
thereafter no longer (i) be entitled to vote on any matter, (ii) be entitled to
take other shareholder action, (iii) be entitled to be counted in determining
the total number of outstanding shares for purposes of any matter involving
shareholder action, or (iv) be transferable, except with the approval of the
board of directors or by an independent trustee appointed by the board of
directors for the purpose of having such excess shares sold on the open market
or otherwise. The proceeds from the sale by the trustee of such excess shares
shall be paid (i) first, to the trustee in an amount equal to the trustee's
reasonable fees and expenses, (ii) second, to the "Beneficial Owner" (as
defined in Article 8, section C, subsection 3, hereof) of such excess shares in
an amount up to such owner's federal income tax basis in such excess shares,
and (iii) third, to the Corporation as to any remaining balance.
D. Approval Required for Offers to Acquire Control after Five Years.
After five years from the consummation of the conversion of the
Bank to a capital stock savings bank, no Person shall make any Offer to acquire
Control of the Corporation, if the common stock is then traded on a national
securities exchange or quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System, unless such Person has received prior
approval to make such Offer by complying with either of the following
procedures:
1. The Offer shall have been approved by at least two-thirds of
the directors then in office at a duly constituted meeting of the board of
directors of the Corporation called for such purpose, or
2. The Person proposing to make such Offer shall have obtained
approval from the FSLIC, pursuant to the Control Act, the Holding Company Act,
or any successor provisions of law, to acquire control of the Corporation.
E. Certain Definitions.
For purposes of this Article 7:
1. "Control" means the sole or shared power to vote or to direct
the voting of, or to dispose or to direct the disposition of, 10 percent or
more of the Voting Stock; provided, that the solicitation, holding and voting
of proxies obtained by the board of directors of the Corporation pursuant to a
solicitation under Regulation 14A of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") shall not
constitute "Control."
2. "Group Acting in Concert" includes Persons seeking to combine
or pool their voting or other interests in the Voting Stock for a common
purpose, pursuant to any contract, understanding, relationship, agreement or
other arrangement, whether written or otherwise; provided, that a "Group Acting
in Concert" shall not include the board of directors of the Corporation in its
solicitation, holding and voting of proxies obtained by it pursuant to a
solicitation under Regulation 14A of the General Rules and Regulations under
the Exchange Act.
3. "Offer" means every offer to buy or acquire, solicitation of
an offer to sell, tender offer for, or request invitation for tender of, Voting
Stock.
4. "Person" means any individual, firm, corporation or other
entity including a Group Acting in Concert.
5. "Voting Stock" means the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.
F. Inapplicability to Public Offering.
This Article 7 shall not apply to the purchase of securities of the
Corporation by underwriters in connection with a public offering of such
securities.
G. References to FSLIC.
In the event that the accounts of the Bank (or any successor
institution) become insured by the Federal Deposit Insurance Corporation or
some other successor agency (the "Successor Agency") in lieu of the FSLIC, all
references in this Article 7 to the FSLIC shall be deemed to refer to the
Successor Agency, and related references to the Control Act and the Holding
Company Act shall be deemed to be references to applicable statutes relating to
banks the accounts of which are insured by the Successor Agency.
ARTICLE 8. Certain Business Combinations.
A. Vote Required for Certain Business Combinations.
1. Higher Vote for Certain Business Combinations. In addition to
any affirmative vote required by law or this certificate of incorporation, and
except as otherwise expressly provided in Section B of this Article 8:
(a) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested Shareholder (as
hereinafter defined) or (ii) any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions) to or
with any Interested Shareholder or any Affiliate of any Interested Shareholder
of any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value (as hereinafter defined) of $500,000 or more; or
(c) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any securities
of the Corporation or any Subsidiary to any Interested Shareholder or any
Affiliate of any Interested Shareholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market Value
of $500,000 or more; or
(d) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliate of any Interested Shareholder; or
(e) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly
or indirectly owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder;
shall require the affirmative vote of (A) the holders of at
least 75% of the voting power of the then outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class and (B) the holders of at
least a majority of the Voting Stock, voting together as a single class,
excluding for purposes of calculating both the affirmative vote and the number
of outstanding shares of Voting Stock all shares of Voting Stock of which the
beneficial owner is an Interested Shareholder or any Affiliate of an Interested
Shareholder referred to in clauses (a) through (e) in this subsection 1. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law.
2. Definition of "Business Combination." The term "Business
Combination" as used in this Article 8 shall mean any transaction which is
referred to in any one or more of clauses (a) through (e) of subsection 1 of
this Section A.
B. When Higher Vote is Not Required. The provisions of Section A of
this Article 8 shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote as is
required by law and any other provision of this certificate of incorporation,
if all of the conditions specified in either of the following subsections 1 and
2 are met:
1. Approval by Continuing Directors. The Business Combination
shall have been approved by a majority of the Continuing Directors (as
hereinafter defined).
2. Price and Procedure Requirements. All of the following
conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market
Value (as hereinafter defined), as of the date of the consummation of the
Business Combination, of consideration other than cash to be received per share
by holders of common stock in such Business Combination shall be at least equal
to the highest of the following:
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of common stock
acquired by it (a) within the two-year period immediately prior to the first
public announcement of the proposal of the Business Combination (the
"Announcement Date") or (b) the date on which the Interested Shareholders
became an Interested Shareholder (the "Determination Date"), whichever is
higher; or
(ii) the Fair Market Value per share of common stock
on the Announcement Date or on the Determination date, whichever is higher.
(b) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of shares of
any other class of outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the requirements of this
subsection 2(b) shall be required to be met with respect to every class of
outstanding Voting Stock, whether or not the Interested Shareholder has
previously acquired any shares of a particular class of Voting Stock):
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of such class of Voting
Stock acquired by it (a) within the two-year period immediately prior to the
Announcement Date or (b) the Determination date, whichever is higher;
(ii) (if applicable) the highest preferential amount
per share to which the holders of shares of such class of Voting Stock are
entitled in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation; and
(iii) The Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the Determination Date, whichever
is higher.
(c) The consideration to be received by holders of a
particular class of Voting Stock (including common stock) in the Business
Combination shall be in cash or in the same form as the Interested Shareholder
has previously paid for shares of such Voting Stock. If the Interested
Shareholder has paid for shares of any class of Voting Stock with varying forms
of consideration, the form of consideration for such Voting Stock shall be
either cash or the form used to acquire the largest number of shares of such
Voting Stock previously acquired by it.
(d) After the Determination Date and prior to the
consummation of such Business Combination: (i) there shall have been (A) no
reduction in the annual rate of dividends paid on the capital stock (except as
necessary to reflect any subdivision of the capital stock), except as approved
by a majority of the board of directors, and (B) an increase in such annual
rate of dividends necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding shares
of common stock, unless the failure so to increase such rate is approved by a
majority of the Continuing Directors; and (ii) such Interested Shareholder
shall have not become the beneficial owner of any additional share of Voting
Stock except as part of the transaction which results in such Interested
Shareholder becoming an Interested Shareholder.
(e) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a shareholder), of
any loans, advances, guarantees, pledges or other financial assistance or any
tax credits or tax advantages provided by the Corporation, whether in
anticipation of or in connection with such Business Combination or otherwise.
(f) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Exchange Act and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to public
shareholders of the Corporation at least 20 days prior to the consummation of
such Business Combination (whether or not such proxy or information statement
is required to be mailed pursuant to such Act or subsequent provisions).
C. Certain Definitions. For the purposes of this Article 8:
1. "Person" shall mean any individual, firm, corporation or
other entity.
2. "Interested Shareholder" shall mean any Person (other than
the corporation or any Subsidiary) who or which:
(a) is the beneficial owner, directly or indirectly, of
more than 10% of the voting power of the outstanding Voting Stock; or
(b) is an Affiliate of the Interested Shareholder and at
any time within the two-year period immediately prior to the date in the
question was the beneficial owner, directly or indirectly, of 10% or more of
the voting power of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a public offering with
the meaning of the Securities Act of 1933.
3. A person shall be a "beneficial Owner" of any Voting Stock:
(a) which such person or any of its Affiliate or Associates
(as hereinafter defined) beneficially owns, directly or indirectly; or
(b) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding; or
(c) which are beneficially owned, directly or indirectly,
by any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Voting Stock.
4. For the purposes of determining whether a person is an
Interested Shareholder pursuant to subsection 2 of this Section C, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of subsection 3 of this Section C but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
5. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act.
6. "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Shareholder set forth in subsection 2 of this Section C, the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.
7. "Continuing Director" means any member of the board of
directors of the corporation who is unaffiliated with the Interested
Shareholder and was a member of the board of directors of the Corporation prior
to the time that the Interested Shareholder became an interested Shareholder,
and any successor of a Continuing Director who is unaffiliated with the
Interested Shareholder and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the board of directors of the
Corporation.
8. "Fair Market Value" means:
(a) in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a share
of such stock on the principal United States securities exchange registered
under the Exchange Act on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to
a share of such stock during the 30-day period preceding the date in question
on the National Association of Securities Dealer, Inc. Automated Quotations
System or any system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as
determined by the board of directors of the Corporation in good faith; and
(b) in the case of property other than cash or stock, the
fair market value of such property on the date in question as determined by the
board of directors of the corporation in good faith.
D. Powers of the Board of Directors. A majority of the directors of
the Corporation shall have the power and duty to determine for the purposes of
this Article 8, on the basis of information known to them after reasonable
inquiry, (1) whether a person is an Interested Shareholder, (2) the number of
shares of Voting Stock beneficially owned by any person, (3) whether a person
is an Affiliate or Associate of another, and (4) whether the assets which are
the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of
$500,000 or more.
E. No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article 8 shall be construed to relieve any
Interested Shareholder from any fiduciary obligations imposed by law.
F. Amendment. In addition to any affirmative vote required by law or
this certificate of incorporation, no amendment, addition, alteration, change
or repeal of this Article 8 shall be made unless such is first proposed by the
board of directors and thereafter approved by the shareholders by no less than
75% of the total votes eligible to be cast at a legal meeting.
ARTICLE 9. Criteria for Evaluating Certain Offers. The board of directors
of the Corporation, when evaluating any offer to (i) make a tender or exchange
offer for the common stock of the Corporation, (ii) merge or consolidate the
Corporation with another institution, or (iii) purchase or otherwise acquire
all or substantially all of the properties and assets of the Corporation,
shall, in connection with the exercise of its judgment in determining what is
in the best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without limitation the
economic effects of acceptance of such offer on (a) depositors, borrowers and
employees of the insured institution subsidiary or subsidiaries of the
Corporation, and on the communities in which such subsidiary or subsidiaries
operate or are located and (b) the ability of such subsidiary or subsidiaries
to fulfill the objectives of an insured institution under applicable federal
statues and regulations.
ARTICLE 10. Anti-Greenmail. Any direct or indirect purchase or other
acquisition by the Corporation of any Voting Stock (as defined in Article 7
hereof) from any Significant Shareholder (as hereinafter defined) who has been
the Beneficial Owner (as defined in Article 8 hereof) of such Voting Stock for
less than two years prior to the date of such purchase or other acquisition
shall, except as hereinafter expressly provided, require the affirmative vote
of the holders of at least a majority of the total number of outstanding shares
of Voting Stock, excluding in calculating such affirmative vote and the total
number of outstanding shares all Voting Stock beneficially owned by such
Significant Shareholder. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law, but no such affirmative vote shall be
required (i) with respect to any purchase or other acquisition of Voting Stock
made as part of a tender or exchange offer by the Corporation to purchase
Voting Stock on the same terms from all holders of the same class of Voting
Stock and complying with the applicable requirements of the Exchange Act and
the rules and regulations thereunder or (ii) with respect to any purchase of
Voting Stock, where the board of directors has determined that the purchase
price per share of the Voting Stock does not exceed the fair market value of
the Voting Stock. Such fair market value shall be calculated on the basis of
the average closing price or the mean of the bid and ask prices of a share of
voting Stock for the 20 trading days immediately preceding the execution of a
definitive agreement to purchase the Voting Stock from a Significant
Shareholder.
For the purposes of this Article 10, "Significant Shareholder" shall mean
any person (other than the Corporation or any corporation of which a majority
of any class of Voting Stock is owned, directly or indirectly, by the
Corporation) who or which is the Beneficial Owner, directly or indirectly, of
five percent or more of the voting power of the outstanding Voting Stock.
ARTICLE 11. Directors. The Corporation shall be under the direction of a
board of directors. The board of directors shall consist of not less than seven
directors nor more than 15 directors. The number of directors within this range
shall be as stated in the Corporation's bylaws, as may be amended from time to
time, and shall initially consist of eight directors. The board of directors
shall divide the directors into three classes and, when the number of directors
is changed, shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided, that the
directors in each class shall be as nearly equal in number as possible;
provided, further, that no decrease in the number of directors shall affect the
term of any director then in office.
The classification shall be such that the term of one class shall expire
each succeeding year. The Corporation's board of directors shall initially be
divided into three classes named Class I, Class II and Class III, with Class I
initially consisting of two directors, Class II initially consisting of three
directors and Class III initially consisting of three directors. The terms,
classifications, qualifications and election of the board of directors and the
names and addresses of those persons of each class to serve on the initial
board of directors shall be as follows:
Class I: Terms of Office Expire at 1990 annual meeting of shareholders:
<TABLE>
<CAPTION>
Name Address
---------------------- -----------------------
<S> <C>
Ronald Dolloff Route 1; Box 589
Waldoboro, Maine 04572
Ray Winchenbach Route 1; Box 589
Waldoboro, Maine 04572
</TABLE>
Class II: Terms of Office Expire at 1991 annual meeting of shareholders:
<TABLE>
<CAPTION>
Name Address
---------------------- -----------------------
<S> <C>
Robert V. Beattie Route 1; Box 589
Waldoboro, Maine 04572
Robert W. Spear Route 1; Box 589
Waldoboro, Maine 04572
Waite W. Weston Route 1; Box 589
Waldoboro, Maine 04572
</TABLE>
Class III: Terms of Office Expire at 1992 annual meeting of shareholders:
<TABLE>
<CAPTION>
Name Address
---------------------- -----------------------
<S> <C>
Lincoln Davis, III Route 1; Box 589
Waldoboro, Maine 04572
Wesley E. Richardson Route 1; Box 589
Waldoboro, Maine 04572
E. Ashley Walter, III Route 1; Box 589
Waldoboro, Maine 04572
</TABLE>
Subject to the foregoing, at each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting and until their successors shall be elected and qualified.
ARTICLE 10. Call of Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called at any time only by the
chairman of the board or the president of the Corporation, or a majority of the
board of directors of the Corporation.
ARTICLE 11. Bylaws. The board of directors or the shareholders may from
time to time amend the bylaws of the Corporation. Such action by the board of
directors shall require the affirmative vote of at least two-thirds of the
directors then in office at a duly constituted meeting of the board of
directors called for such purpose. such action by the shareholders shall
require the affirmative vote of at least two-thirds of the total votes eligible
to be voted at a duly constituted meeting of shareholders called for such
purpose.
ARTICLE 12. Amendment of Charter. Except as otherwise provided in this
certificate of incorporation or as otherwise required by law, no amendment,
addition, alteration, change or repeal of this certificate of incorporation
shall be made, unless such is first proposed by the board of directors of the
Corporation, and thereafter approved by the shareholders by a majority of the
total votes eligible to be cast at a legal meeting.
ARTICLE 13. Incorporators. The name and address of each
incorporator are as follows:
<TABLE>
<CAPTION>
Name Address
---------------------- -----------------------
<S> <C>
Wesley E. Richardson Route 1; Box 589
Waldoboro, Maine 04572
Robert E. Carter, Jr. Route 1; Box 589
Waldoboro, Maine 04572
</TABLE>
IN WITNESS WHEREOF, WE THE UNDERSIGNED, being each of the incorporators
herein before named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 6th
day of June, 1989.
/s/ Wesley E. Richardson
-----------------------------------
Wesley E. Richardson
/s/ Robert E. Carter, Jr.
-----------------------------------
Robert E. Carter, Jr.
<PAGE>
EXHIBIT 3.2
BYLAWS
OF
MID-COAST BANCORP, INC.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Mid-Coast Bancorp,
Inc. (the "Corporation") shall be in the City of Wilmington, County of
Newcastle, State of Delaware.
SECTION 2. Other Offices. The Corporation may also have an office at
Route 1, Waldoboro, Maine or at such other places both within and without the
State of Delaware as the board of directors may from time to time determine.
ARTICLE II
SHAREHOLDERS
SECTION 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at Route 1, Waldoboro, Maine or at such other place,
either within or without the State of Delaware, as the board of directors may
determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the
corporation of the election of directors and for the transaction of any other
business of the corporation shall be held annually within 150 days after the
end of the Corporation's fiscal year on the date and at the hour determined by
the board of directors.
SECTION 3. Special Meetings. Special meetings of the shareholders for any
purpose or purposes may be called at any time only by the president of the
Corporation, or a majority of the board of directors of the Corporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the rules specified by the officer presiding at
the meeting unless otherwise prescribed by law. The board of directors shall
designate, when present, the president to preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day, and
hour of the meeting and the purposes for which the meeting is called shall be
delivered not less than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
or the directors calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the mail, addressed to the shareholder at the address as it
appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6 of this Article II with postage prepaid.
When any shareholders' meeting, either annual or special, is adjourned for 30
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. Provided no new record date for the meeting is set, it
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
SECTION 6. Fixing of Record Date. For the purposes of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors shall fix in advance a date as the record date
for any such determination of shareholders. Such date in any case shall be not
more than 60 days nor less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment.
SECTION 7. Voting Lists. At least 10 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or at the place where the meeting is to be held and shall be subject
to inspection by any shareholder at any time during usual business hours for a
period of at least 10 days prior to such meeting. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the entire time of the
meeting. The original stock transfer book shall constitute prima facie evidence
of the shareholders entitled to examine such list or transfer books or to vote
at any meeting of shareholders.
SECTION 8. Quorum. One third of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than one third of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. Subject to
Section 5 of this Article II of these bylaws, at such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.
SECTION 9. Voting. Except as otherwise required by law, the certificate
of incorporation or these bylaws, any matter brought before any meeting of
shareholders shall be decided by the affirmative vote of the majority of the
votes cast on the matter. Each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such shareholder. The board of
directors, in its discretion, may require that any votes cast at such meeting
shall be cast by written ballot.
SECTION 10. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or his duly authorized
attorney in fact. Proxies solicited on behalf of the board of directors shall
be voted as directed by the shareholder or, in the absence of such direction,
as determined by the majority of the board of directors. No proxy shall be
valid more than three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if and only as long as it is coupled with an interest
sufficient in law to support an irrevocable power.
SECTION 11.Voting of Shares in the Name of Two or More Persons. If shares
or other securities having voting power stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the secretary of the Corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect: (1) if only one votes, his or her act binds
all; (2) if more than one vote, the act of the majority so voting binds all;
(3) if more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of
Chancery of the State of Delaware or such other court as may have jurisdiction
to appoint an additional person to act with the persons so voting the shares,
which shall then be voted as determined by the majority of such persons and the
person appointed by the Court. If the instrument so filed shows that any such
tenancy is held in unequal interests, a majority or even-split for the purposes
of this subsection shall be a majority or even-split in interest.
SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer into his or her name if authority to do so is contained in
an appropriate order of the court or other public authority by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than
nominees for office as inspectors of election to act at such meeting or any
adjournment. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the president may, or on the request of not fewer than 10
percent of the votes represented at the meeting shall, make such appointment at
the meeting. If appointed at the meeting, the majority of the votes present
shall determine whether one or three inspectors are to be appointed. In case
any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors in advance
of the meeting or at the meeting by the president.
Unless otherwise prescribed by law, the duties of such inspectors shall
include: determining the number of shares and the voting power of each share,
the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the rights to vote; counting and tabulating all
votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
SECTION 14. Nominating Committee. Only persons where are nominated in
accordance with the procedures set forth in this Section 14 shall be eligible
for election as directors. Nominations of persons for election to the board of
directors of the Corporation may be made at a meeting of shareholders by or at
the direction of the board of directors or by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 14. Such
nominations, other than those made by or at the direction of the board of
directors, shall be made pursuant to timely notice in writing to the secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than 30 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or as otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice, (i) the name and
address, as they appear on the Corporation's books, of such shareholder and
(ii) the class and number of shares of the Corporation which are beneficially
owned by such shareholder. At the request of the board of directors, any person
nominated by the board of directors for election as a director shall furnish to
the secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 14. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the bylaws, and if he should so determine, he shall declare to
the meeting that the defective nomination shall be disregarded.
SECTION 15. Business at Annual Meeting. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by the
shareholder.
For business to the properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than 30 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (a)
a brief description of the business desired to be brought before the annual
meeting, (b) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business, (c) the class and number of shares
of the Corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 15.
The chairman of an annual meeting shall, if the facts warrant, determine and
declare to the annual meeting that a matter of business was not properly
brought before the meeting in accordance with the provisions of this Section
15, and that such business shall not be transacted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be under the direction of its board of directors. The board of directors
shall annually elect a president from among its members and shall designate,
when present, the president to preside at its meetings.
SECTION 2. Number and Term. The board of directors shall consist of eight
members and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified or until earlier
resignation or removal. One class shall be elected by ballot annually. The size
of the board of directors may be increased or decreased only by a two-thirds
vote of the board of directors or by a vote of two-thirds of the shares
eligible to be voted at a duly constituted meeting of shareholders called for
such purpose.
SECTION 3. Qualifications. After the Corporation becomes publicly-owned,
each director shall at all times be the beneficial owner of not less than 100
shares of capital stock of the Corporation.
SECTION 4. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at
the same place as, the annual meeting of the shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the president, or one-third of the
directors.
SECTION 6. Telephonic Participation. Members of the board of directors
may participate in regular or special meetings by means of conference telephone
or similar communications equipment by which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person and shall constitute attendance for the purpose of compensation pursuant
to Section 13 of this Article III.
SECTION 7. Notice. Written notice of any special meeting shall be given
to each director at least two days prior thereto when delivered personally or
by telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall
be deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.
SECTION 8. Quorum. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum for the transaction of business
at any meeting of the board of directors; but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 7 of this Article III.
SECTION 9. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by law or by the
certificate of incorporation or these bylaws.
SECTION 10. Action Without a Meeting. Any action required or permitted to
be taken by the board of directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.
SECTION 11. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the Corporation addressed to the
president. Unless otherwise specified, such resignation shall take effect upon
receipt by the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the board
of directors, shall automatically constitute a resignation, effective when such
resignation is accepted by the board of directors.
SECTION 12. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled, for the unexpired term, by the concurring vote of a majority of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for the remainder of the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until
such director's successor shall have been elected and qualified.
SECTION 13. Compensation. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.
SECTION 14. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any matter is
taken shall be presumed to have assented to the action taken unless his dissent
or abstention shall be entered into the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Corporation within five days
after the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director who voted in favor of such action.
SECTION 15. Removal of Directors. No director shall be removed except for
cause and then only by the affirmative vote of a majority of the total votes
eligible to be case by shareholders at a duly constituted meeting of
shareholders called expressly for such purpose. At least 30 days prior to such
meeting of shareholders, written notice shall be sent to the director whose
removal will be considered at such meeting.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. Appointment. The board of directors, by resolution adopted by
a majority of the full board, may designate certain directors to constitute an
executive committee. The designation of any committee pursuant to this Article
IV and the delegation of authority shall not operate to relieve the board of
directors, or any director, of any responsibility imposed by law or regulation.
SECTION 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority
of the board of directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee; and
except also that the executive committee shall not have the authority of the
board of directors with reference to: the declaration of dividends; the
amendment of the certificate of incorporation or bylaws of the Corporation, or
recommending to the shareholders a plan of merger, consolidation, or
conversion; the sale, lease or other disposition of all or substantially all of
the property and assets of the Corporation otherwise than in the usual and
regular course of its business; a voluntary dissolution of the Corporation; a
revocation of any of the foregoing; or the approval of a transaction in which
any member of the executive committee, directly or indirectly, has any material
beneficial interest.
SECTION 3. Tenure. Subject to the provisions of Section 8 of this Article
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
SECTION 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.
SECTION 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 6. Action Without a Meeting. Any action required or permitted to
be taken by the executive committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the executive committee.
SECTION 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by the majority of the full board of directors.
SECTION 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full board of directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the Corporation. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information
at the meeting held next after the proceedings shall have occurred.
SECTION 10. Other Committees. The board of directors may by resolution
establish an audit committee or other committees composed of directors that are
deemed necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V
OFFICERS
SECTION 1. Positions. The officers of the Corporation shall include a
president, a chief executive officer, one or more vice presidents, a secretary
and a treasurer, each of whom shall be elected by the board of directors. The
president shall be the chief executive officer. The president shall be a
director of the Corporation. The offices of the secretary and treasurer may be
held by the same person and a vice president may also be either the secretary
or the treasurer. The board of directors may designate one or more vice
presidents as executive vice president or senior vice president. The board of
directors may also elect or authorize the appointment of such other officers as
the business of the Corporation may require. The officers shall have such
authority and perform such duties as the board of directors may from time to
time authorize or determine. In the absence of action by the board of
directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually at the first meeting of the board of directors held
after each annual meeting of the shareholders. If the election of the officers
is not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been elected and
qualified or until the officer's death, resignation, or removal in the manner
hereinafter provided. Election or appointment of an officer, employee or agent
shall not of itself create contractual rights. The board of directors may
authorize the Corporation to enter into an employment contract with any officer
in accordance with applicable law; but no such contract shall impair the right
of the board of directors to remove any officer at any time in accordance with
Section 3 of this Article V.
SECTION 3. Removal. Any officer may be removed by the board of directors
whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contract rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be fixed
from time to time by the board of directors.
ARTICLE VI
CERTIFICATION FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined
by the board of directors pursuant to applicable law. Such certificates, which
shall represent the number of shares registered in certificate form, shall be
signed by the president of the Corporation, attested by the secretary or an
assistant secretary, and sealed with the corporate seal or a facsimile thereof.
The signatures upon a certificate may be facsimiles. In case any officer,
transfer agent or registrar who had signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be used by the Corporation with the same effect
as if he were such officer at the date of issue. Each certificate for shares of
capital stock shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares has been surrendered and cancelled,
except that in case of a lost or destroyed certificate, a new certificate may
be issued upon such terms and indemnity to the Corporation as the board of
directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of capital stock of the
Corporation shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner for all purposes.
ARTICLE VII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on March 31 of each year.
The Corporation shall be subject to an annual audit as of the end of its fiscal
year by independent public accountants appointed by and responsible to the
board of directors. The appointment of such accountants shall be subject to
annual ratification by the shareholders.
ARTICLE VIII
DIVIDENDS
Subject to the terms of the Corporation's certificate of incorporation
and the laws of the State of Delaware, the board of directors may, from time to
time, declare, and the Corporation may pay, dividends on its outstanding shares
of capital stock.
ARTICLE IX
INDEMNIFICATION
SECTION 1. Power to Indemnify in Actions, Suits or Proceedings Other Than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, and any appeal therein, whether civil, criminal,
administrative, arbitrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director, officer, trustee, employee or agent of the Corporation, or is or was
servicing at the request of the Corporation as a director, officer, trustee,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding, and any appeal therein, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding, any appeal therein, by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonable believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article IX, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, and any appeal therein, and against amounts paid in settlement by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact he or she is or was a director, officer, trustee, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action, suit, or proceeding,
and any appeal therein, and against amounts paid in settlement if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation; provided, however, that no
indemnification shall be made against expenses in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation or
against amounts paid in settlement unless and only to the extent that there is
a determination (as set forth in Section 3 of this Article IX) that despite the
adjudication of liability or the settlement, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement.
SECTION 3. Authorization of Indemnification. Any indemnification under
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because such director, officer, trustee, employee or agent
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article IX and, if applicable, is fairly and reasonably entitled to
indemnity as set forth in the proviso in Section 2 of this Article IX, as the
case may be. Such determination shall be made (i) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, and any appeal therein, (ii) if such a quorum
is not obtainable, or, even if obtainable and a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the shareholders. To the extent, however, that a director, officer,
trustee, employee or agent of the Corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding, and any appeal
therein, described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity
of authorization in the specific case. No director, officer, trustee, employee
or agent of the Corporation shall be entitled to indemnification in connection
with any action, suit or proceeding, and any appeal therein, voluntarily
initiated by such person unless the action, suit or proceeding, and any appeal
therein, was authorized by a majority of the entire board of directors.
SECTION 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article IX, a person shall be deemed to have acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe his or her conduct
was unlawful, if his or her action is based on (i) the records or books of
account of the Corporation or another enterprise, (ii) information supplied to
him or her by the officers of the Corporation or another enterprise in the
course of their duties, (iii) the advice of legal counsel for the Corporation
or another enterprise, or (iv) information or records given or reports made to
the Corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Corporation or another enterprise. The term "another enterprise" as used in
this Section 4 shall mean any other Corporation or any association,
partnership, joint venture, trust or enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, trustee,
employee or agent. The provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standards of conduct set forth in Sections 1
or 2 of this Article IX, as the case may be.
SECTION 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article IX. The basis of
such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article IX, as the case may be. Notice of any
application for indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application. Notwithstanding
any of the foregoing, unless otherwise required by law, no director, officer,
trustee, employee or agent of the Corporation shall be entitled to
indemnification in connection with any action, suit or proceeding, and any
appeal therein, voluntarily initiated by such person unless the action, suit or
proceeding, and any appeal therein, was authorized by a majority of the entire
board of directors.
SECTION 6. Expenses Payable in Advance. Expenses incurred in connection
with a threatened or pending action, suit or proceeding, and any appeal
therein, may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding, and any appeal therein, as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, trustee, employee or agent to repay such
amount unless it shall be determined by that he is entitled to be indemnified
by the Corporation as authorized in this Article IX.
SECTION 7. Contract, Non-exclusivity and Survival of Indemnification. The
indemnification provided by this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while this Article IX is in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding, and any appeal therein, theretofore or thereafter
brought based in whole or in part upon any such state of facts. Further, the
indemnification provided by this Article IX shall not be deemed exclusive of
any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any certificate of incorporation, bylaw,
agreement, contract, vote of shareholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of
the Corporation that, subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or proceedings,
indemnification of the persons specified in Sections 1 and 2 of this Article IX
shall be made to the fullest extent permitted by law. The provisions of this
Article IX shall not be deemed to preclude the indemnification of any person
who is not specified in Sections 1 or 2 of this Article IX but whom the
Corporation has the power or obligation to indemnify under the provisions of
the law of the State of Delaware. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article IX shall continue as
to a person who has ceased to be a director, officer, trustee, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
SECTION 8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, trustee, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power or the obligation to indemnify him against such liability under the
provisions of this Article IX.
SECTION 9. Meaning of "Corporation" for Purposes of Article IX. For
purpose of this Article IX, references to the "Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was servicing at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article IX with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
ARTICLE X
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XI
AMENDMENTS
The board of directors or the shareholders may from time to time amend
the bylaws of the Corporation. Such action by the board of directors shall
required the affirmative vote of at least two-thirds of the directors then in
office at a duly constituted meeting of the board of directors called for such
purpose. Such action by the shareholders shall require the affirmative vote of
at least two-thirds of the total votes eligible to be voted at a duly
constituted meeting of the shareholders called for such purpose.
* * *
EXHIBIT 4.1
RECOGNITION AND RETENTION PLAN
OF
MID-COAST BANCORP, INC.
ARTICLE I
PURPOSE
Section 1.1 General Purpose of the Plan.
The purpose of the Plan is to promote the growth and profitability of
Mid- Coast Bancorp, Inc. and to provide eligible directors, certain key
officers and employees of Mid-Coast Bancorp, Inc. with an incentive to achieve
corporate objectives, to attract and retain directors, key officers and
employees of outstanding competence and to provide such officers and employees
with an equity interest in Mid-Coast Bancorp, Inc. The Company intends for a
portion of the shares reserved under this Plan to be reserved to attract
officers and directors.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this Plan,
unless a different meaning is plainly indicated by the context:
Section 2.1 Award means a grant of Shares to an Eligible Employee or
Eligible Director pursuant to section 5.1 or 5.2.
Section 2.2 Award Date means, with respect to a particular Award, the
date specified by the Committee in the notice of the Award issued to the
Eligible Director or Eligible Employee by the Committee, pursuant to section
5.1 or 5.2.
Section 2.3 Bank means Waldoboro Bank, F.S.B., a federally chartered
stock savings bank, and any successor thereto.
Section 2.4 Beneficiary means the Person designated by an Eligible
Director or Eligible Employee pursuant to section 6.2, to receive distribution
of any Shares available for distribution to such Eligible Director or Eligible
Employee, in the event such Eligible Director or Eligible Employee dies prior
to receiving distribution of such Shares.
Section 2.5 Board means the Board of Directors of Mid-Coast Bancorp, Inc.
Section 2.6 Change of Control means any of the following events:
(a) approval by the stockholders of Mid-Coast Bancorp, Inc. of a
transaction that would result in the reorganization, merger or
consolidation of Mid-Coast Bancorp, Inc. with one or more other persons,
other than a transaction following which:
(i) at least 51% of the equity ownership interests of the
entity resulting from such transaction are beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at
least 51% of the outstanding equity ownership interests in
Mid-Coast Bancorp, Inc.; and
(ii) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting from
such transaction are beneficially owned (within the meaning of Rule
13d-3 promulgated under the Exchange Act) in substantially the same
relative proportions by persons who, immediately prior to such
transaction, beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the securities
entitled to vote generally in the election of directors of Mid-
Coast Bancorp, Inc.;
(b) the acquisition of all or substantially all of the assets of
Mid-Coast Bancorp, Inc. or beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the
outstanding securities of Mid-Coast Bancorp, Inc. entitled to vote
generally in the election of directors by any person or by any persons
acting in concert, or approval by the stockholders of Mid-Coast Bancorp,
Inc. of any transaction which would result in such an acquisition;
(c) a complete liquidation or dissolution of Mid-Coast Bancorp,
Inc., or approval by the stockholders of Mid-Coast Bancorp, Inc. of a
plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following such
event, at least 50% of the members of the Board of Directors of Mid-Coast
Bancorp, Inc. do not belong to any of the following groups:
(i) individuals who were members of the Board of Directors
of Mid-Coast Bancorp, Inc. on the Effective Date of this Plan; or
(ii) individuals who first became members of the Board of
Directors of Mid- Coast Bancorp, Inc. after the Effective Date of
this Plan either:
(A) upon election to serve as a member of the Board
of Directors of Mid- Coast Bancorp, Inc. by affirmative vote
of three-quarters of the members of such Board, or of a
nominating committee thereof, in office at the time of such
first election; or
(B) upon election by the stockholders of Mid-Coast
Bancorp, Inc. to serve as a member of the Board of Mid-Coast
Bancorp, Inc., but only if nominated for election by
affirmative vote of three-quarters of the members of the
Board of Directors of Mid-Coast Bancorp, Inc., or of a
nominating committee thereof, in office at the time of such
first nomination;
provided, however, that such individual's election or nomination
did not result from an actual or threatened election contest
(within the meaning of Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation
of proxies or consents (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) other than by or
on behalf of the Board of Mid-Coast Bancorp, Inc.; or
(e) any event which would be described in section 2.6(a), (b),
(c) or (d) if the term "Bank" were substituted for the term "Mid-Coast
Bancorp, Inc." therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of Mid-Coast Bancorp, Inc.,
the Bank, or a subsidiary of either of them, by Mid-Coast Bancorp, Inc., the
Bank, or a subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 2.6, the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of
the Exchange Act.
Section 2.7 Code means the Internal Revenue Code of 1986 (including the
corresponding provisions of any succeeding law).
Section 2.8 Committee means the Committee described in section 3.1.
Section 2.9 Company means Mid-Coast Bancorp, Inc., a corporation
organized and existing under the laws of the State of Delaware, and any
successor thereto, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution.
Section 2.10 Disability means a condition of total incapacity, mental or
physical, for further performance of duty with the Company which the Committee
shall have determined, on the basis of competent medical evidence, is likely to
be permanent.
Section 2.11 Disinterested Board Member means a member of the Board who
(a) is not a current employee of the Company, (b) does not receive remuneration
from the Company or a subsidiary, either directly or indirectly, in any
capacity other than as a director and (c) does not possess an interest in any
other transaction, and is not engaged in a business relationship for which
disclosure would be required pursuant to Items 404(a) or (b) of the proxy
solicitation rules of the Securities and Exchange Commission. The term
Disinterested Board Member shall be interpreted in such manner as shall be
necessary to conform to the requirements of section 162(m) of the Code and Rule
16b-3 promulgated under the Exchange Act.
Section 2.12 Effective Date means the date the Plan is approved by the
stockholders.
Section 2.13 Eligible Director means a member of the board of directors
of Mid-Coast Bancorp, Inc. who is not also an employee of any Company.
Section 2.14 Eligible Employee means any employee whom the Committee may
determine to be a key officer or employee of the Company and select to receive
an Award pursuant to the Plan.
Section 2.15 Exchange Act means the Security and Exchange Act of 1934, as
amended.
Section 2.16 Person means an individual, a corporation, a bank, a savings
bank, a savings and loan association, a financial institution, a partnership,
an association, a joint-stock company, a trust, an estate, an unincorporated
organization and any other business organization or institution.
Section 2.17 Plan means the Recognition and Retention Plan of Mid-Coast
Bancorp, Inc., as amended from time to time.
Section 2.18 Share means a share of common stock of Mid-Coast Bancorp,
Inc., par value $1.00 per share.
Section 2.19 Trust means the legal relationship created by the Trust
Agreement pursuant to which the Trustee holds the Trust Fund in trust. The
Trust may be referred to as the "Restricted Stock Plan Trust of Mid-Coast
Bancorp, Inc."
Section 2.20 Trust Agreement means the agreement between Mid-Coast
Bancorp, Inc. and the Trustee therein named or its successor pursuant to which
the Trust Fund shall be held in trust.
Section 2.21 Trust Fund means the corpus (consisting of contributions
paid over to the Trustee, and investments thereof), and all earnings,
appreciations or additions thereof and thereto, held by the Trustee under the
Trust Agreement in accordance with the Plan, less any depreciation thereof and
any payments made therefrom pursuant to the Plan.
Section 2.22 Trustee means the Trustee of the Trust Fund from time to
time in office. The Trustee shall serve as Trustee until it is removed or
resigns from office and is replaced by a successor Trustee or Trustees
appointed by Mid-Coast Bancorp, Inc.
ARTICLE III
ADMINISTRATION
Section 3.1 Committee.
The Plan shall be administered by a Committee consisting of the members
of the Compensation Committee of Mid-Coast Bancorp, Inc. who are Disinterested
Board Members. If fewer than two members of the Compensation Committee are
Disinterested Board Members, then the Board shall appoint to the Committee such
additional Disinterested Board Members as shall be necessary to provide for a
Committee consisting of at least two Disinterested Board Members.
Section 3.2 Committee Action.
The Committee shall hold such meetings, and may make such administrative
rules and regulations, as it may deem proper. A majority of the members of the
Committee shall constitute a quorum, and the action of a majority of the
members of the Committee present at a meeting at which a quorum is present, as
well as actions taken pursuant to the unanimous written consent of all of the
members of the Committee without holding a meeting, shall be deemed to be
actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by
two members of the Committee or by a representative of the Committee authorized
to sign the same in its behalf.
Section 3.3 Committee Responsibilities.
Subject to the terms and conditions of the Plan and such limitations as
may be imposed by the Board, the Committee shall be responsible for the overall
management and administration of the Plan and shall have such authority as
shall be necessary or appropriate in order to carry out its responsibilities,
including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for Awards
under the Plan, the amount of Shares, if any, to be granted pursuant to
an Award, and the terms and conditions of such Award;
(b) to adopt rules and regulations and to prescribe forms for the
operation and administration of the Plan; and
(c) to take any other action not inconsistent with the provisions
of the Plan that it may deem necessary or appropriate.
Section 3.4 Maximum Shares Under the Plan.
The maximum number of Shares under the Plan shall be 9,207.
ARTICLE IV
THE TRUST FUND
Section 4.1 Contributions.
Mid-Coast Bancorp, Inc. shall contribute, or cause to be contributed, to
the Trust, from time to time, such amounts of money or property as shall be
deter- mined by the Board, in its discretion. No contributions by Eligible
Employees or Eligible Directors shall be permitted.
Section 4.2 The Trust Fund.
The Trust Fund shall be held and invested under the Trust Agreement with
the Trustee. The provisions of the Trust Agreement shall include provisions
conferring powers on the Trustee as to investment, control and disbursement of
the Trust Fund, and such other provisions not inconsistent with the Plan as may
be prescribed by or under the authority of the Board. No bond or security shall
be required of any Trustee at any time in office.
Section 4.3 Investments.
The Trustee shall invest the Trust Fund in Shares and in such other
investments as may be permitted under the Trust Agreement, including savings
accounts, time or other interest bearing deposits in or other interest bearing
obligations of the Company, in such proportions as shall be determined by the
Committee; provided, however, that in no event shall the Trust Fund be used to
purchase more than 9,207 Shares. Notwithstanding the immediately preceding
sentence, the Trustee may temporarily invest the Trust Fund in short-term
obligations of, or guaranteed by, the U.S. Government or an agency thereof, or
the Trustee may retain the Trust Fund uninvested or may sell assets of the
Trust Fund to provide amounts required for purposes of the Plan.
ARTICLE V
AWARDS
Section 5.1 To Eligible Directors.
On the Effective Date, each Person who is then an Eligible Director shall
be granted an Award of 300 Shares.
Section 5.2 To Eligible Employees.
Subject to section 5.8 and such limitations as the Board may from time to
time impose, the number of Shares as to which an Eligible Employee may be
granted an Award shall be determined by the Committee in its discretion;
provided however, that in no event shall the number of Shares allocated to an
Eligible Employee in an Award exceed the number of Shares then held in the
Trust and not allocated in connection with other Awards.
Section 5.3 Awards in General.
Subject to the limitations of section 5.8, the Committee may, in its
discretion, make an Award of Shares held in the Trust Fund to an Eligible
Employee. Any such Award shall be evidenced by a written notice issued by the
Committee to the Eligible Employee or Eligible Director, which notice shall:
(a) specify the number of Shares covered by the Award;
(b) specify the Award Date;
(c) specify the dates on which such Shares shall become available
for distribution to the Eligible Employee or Eligible Director, in
accordance with sections 6.1 and 6.2; and
(d) contain such other terms and conditions not inconsistent with
the Plan as the Board may, in its discretion, prescribe.
Section 5.4 Share Allocations.
Upon the grant of an Award to an Eligible Employee or an Eligible
Director, the Committee shall notify the Trustee of the Award and of the number
of Shares subject to the Award. Thereafter, until such time as the Shares
subject to such Award become vested or are forfeited, the books and records of
the Trustee shall reflect that such number of Shares are being held for the
benefit of the Award recipient.
Section 5.5 Dividend Rights.
(a) Any cash dividends or distributions declared and paid with
respect to Shares in the Trust Fund that are, as of the record date for
such dividend, allocated to an Eligible Employee or Eligible Director in
connection with an Award shall be held in the Trust Fund and distributed
to such Eligible Employee or Eligible Director (with any earnings
attributable thereto) at the time paid. Any cash dividends declared and
paid with respect to Shares that are not, as of the record date for such
dividend, allocated in connection with any Award shall, at the direction
of the Committee, be held in the Trust or used to pay the administrative
expenses of the Plan, including any compensation due to the Trustee.
(b) Any dividends or distributions declared and paid with respect
to Shares in property other than cash shall be held in the Trust Fund.
If, as of the record date for such dividend or distribution, the Shares
with respect to which it is paid are allocated to an Eligible Employee or
Eligible Director in connection with an Award, the property so
distributed shall be similarly allocated such Eligible Employee or
Eligible Director in connection with such Award and shall be held for
distribution or forfeiture in accordance with the terms and conditions of
the Award.
Section 5.6 Voting Rights.
(a) Each Eligible Employee or Eligible Director to whom an Award
has been made that is not fully vested shall have the right to direct the
manner in which all voting rights appurtenant to the Shares related to
such Award will be exercised while such Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing, with the
inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Employee or
Eligible Director, then the voting rights appurtenant to the Shares
allocated to him shall not be exercised.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all voting rights appurtenant
to such Shares shall be exercised by the Trustee in such manner as the
Committee shall direct to reflect the voting directions given by Eligible
Employee or Eligible Directors with respect to Shares allocated in
connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Employee or Eligible Director, all annual reports, proxy
materials and other information furnished by Mid-Coast Bancorp, Inc., or
by any proxy solicitor, to the holders of Shares.
Section 5.7 Tender Offers.
(a) Each Eligible Employee or Eligible Director to whom an Award
has been made that is not fully vested shall have the right to direct,
with respect to the Shares related to such Award, the manner of response
to any tender offer, exchange offer or other offer made to the holders of
Shares. Such a direction shall be given by completing and filing, with
the inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Employee or
Eligible Director, then the Shares shall not be tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all responses to tender,
exchange and other offers appurtenant to such Shares shall be given by
the Trustee in such manner as the Committee shall direct to reflect the
responses given by Eligible Employee or Eligible Directors with respect
to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Employee or Eligible Director, all information furnished by
the offeror to the holders of Shares.
Section 5.8 Limitations on Awards.
(a) Notwithstanding anything in the Plan to the contrary, no
Award shall be granted under the Plan prior to the approval of
shareholders under section 8.8 hereof.
(b) An Award by its terms shall not be transferable by the
Eligible Employee or Eligible Director other than by will or by the laws
of descent and distribution, and the Shares granted pursuant to such
Award shall be distributable, during the lifetime of the Recipient, only
to the Recipient, except to the extent provided otherwise pursuant to the
terms of a Qualified Domestic Relations Order.
ARTICLE VI
VESTING AND DISTRIBUTION OF SHARES
Section 6.1 Vesting of Shares Granted to Eligible Directors.
The Shares subject to each Award granted to Eligible Directors under the
Plan shall become vested as follows: (i) twenty percent (20%) of such Shares
shall become vested upon the April 1 following the date the Plan is approved by
shareholders pursuant to section 9.8; (ii) 20% of such Shares shall become
vested on each April 1 thereafter until all 300 shares have become vested;
provided, however, that the Eligible Director has remained a director of the
Employer during the entire period commencing with the date the Plan is approved
by shareholders pursuant to section 8.8 and ending on the applicable vesting
date; and provided, further, an Award shall become 100% vested upon the Award
holder's death, Disability or Change in Control.
Section 6.2 Vesting of Shares Granted to Eligible Employees.
Subject to the terms and conditions of the Plan, each Award made to an
Eligible Employee under the Plan shall become vested at the times and upon the
conditions specified by the Committee in the Award notice; provided, however,
that an Award shall become fully vested on the date of the Award holder's
death, Disability, Retirement or Change in Control.
Section 6.3 Designation of Beneficiary.
An Eligible Employee or Eligible Director who has received an Award may
designate a Beneficiary to receive any undistributed Shares that are, or
become, available for distribution on, or after, the date of his death. Such
designation (and any change or revocation of such designation) shall be made in
writing in the form and manner prescribed by the Committee. In the event that
the Beneficiary designated by an Eligible Employee or Eligible Director dies
prior to the Eligible Employee or Eligible Director, or in the event that no
Beneficiary has been designated, any undistributed Shares that are, or become,
available for distribution on, or after, the Eligible Employee or Eligible
Director's death shall be paid to the executor or administrator of the Eligible
Employee or Eligible Director's estate, or if no such executor or administrator
is appointed within such time as the Committee, in its sole discretion, shall
deem reasonable, to such one or more of the spouse and descendants and blood
relatives of such deceased person as the Committee may select.
Section 6.4 Manner of Distribution.
(a) As soon as practicable following the date any Shares granted
pursuant to an Award become vested pursuant to sections 6.1 and 6.2, the
Committee shall take such actions as are necessary to cause the transfer
of record ownership of the Shares that have become vested from the
Trustee to the Award holder and shall cause the Trustee to distribute to
the Award holder all property other than Shares then being held in
connection with the Shares being distributed.
(b) The Company's obligation to deliver Shares with respect to an
Award shall, if the Committee so requests, be conditioned upon the
receipt of a representation as to the investment intention of the
Eligible Employee or Eligible Director or Beneficiary to whom such Shares
are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Shares
or upon the occurrence of any other event eliminating the necessity of
such representation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, or (ii)
the completion of such registration or other qualification under any
state or federal law, rule or regulation as the Committee shall determine
to be necessary or advisable.
Section 6.5 Taxes.
The Company, the Committee or the Trustee shall have the right to require
any person entitled to receive Shares pursuant to an Award to pay the amount of
any tax which is required to be withheld with respect to such Shares, or, in
lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the amount required to be withheld.
ARTICLE VII
AMENDMENT AND TERMINATION
Section 7.1 Termination.
The Board may suspend or terminate the Plan in whole or in part at any
time by giving written notice of such suspension or termination to the
Committee; provided, however, that the Plan may not be terminated while there
are outstanding Awards that may thereafter become vested. Upon the termination
of the Plan, the Trustee shall make distributions from the Trust Fund in such
amounts and to such persons as the Committee may direct and shall return the
remaining assets of the Trust Fund, if any, to Mid-Coast Bancorp, Inc.
Section 7.2 Amendment.
The Board may amend or revise the Plan in whole or in part at any time.
Section 7.3 Adjustments in the Event of a Business Reorganization.
(a) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in
which Mid-Coast Bancorp, Inc. is the surviving entity, and in the event
of any stock split, stock dividend or other event generally affecting the
number of Shares held by each person who is then a holder of record of
Shares, the number of Shares held in the Trust Fund, including Shares
covered by Awards, shall be adjusted to account for such event. Such
adjustment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event
by a person who, immediately prior to such event, was the holder of
record of one Share; provided, however, that the Committee may, in its
discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other business
reorganization (including but not limited to a Change of Control) in
which Mid-Coast Bancorp, Inc. is not the surviving entity, the Trustee
shall hold in the Trust Fund any money, stock, securities or other
property received by holders of record of Shares in connection with such
merger, consolidation, or other business reorganization. Any Award with
respect to which Shares had been allocated to an Eligible Employee or
Eligible Director shall be adjusted by allocating to the Eligible
Employee or Eligible Director receiving such Award the amount of money,
stock, securities or other property received by the Trustee for the
Shares allocated to such Eligible Employee or Eligible Director.
(c) Nothing in this section 7.3 shall be deemed to change the
otherwise applicable vesting schedule for any Eligible Employee or
Eligible Director.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Status as an Employee Benefit Plan.
This Plan is not intended to satisfy the requirements for qualification
under section 401(a) of the Code or to satisfy the definitional requirements
for an "employee benefit plan" under section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended. It is intended to be a non-qualified
incentive compensation program that is exempt from the regulatory requirements
of the Employee Retirement Income Security Act of 1974, as amended. The Plan
shall be construed and administered so as to effectuate this intent.
Section 8.2 No Right to Continued Employment.
Neither the establishment of the Plan nor any provisions of the Plan nor
any action of the Board or the Committee with respect to the Plan shall be held
or construed to confer upon any Eligible Employee any right to a continuation
of employment by the Company. The Company reserves the right to dismiss any
Eligible Employee or otherwise deal with any Eligible Employee to the same
extent as though the Plan had not been adopted.
Section 8.3 Construction of Language.
Whenever appropriate in the Plan, words used in the singular may be read
in the plural, words used in the plural may be read in the singular, and words
importing the masculine gender may read as referring equally to the feminine or
the neuter. Any reference to an Article or section number shall refer to an
Article or section of this Plan unless otherwise indicated.
Section 8.4 Governing Law.
The Plan shall be construed and enforced in accordance with the laws of
the State of Maine without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by the federal laws
of the United States of America.
Section 8.5 Headings.
The headings of Articles and sections are included solely for convenience
of reference. If there is any conflict between such headings and the text of
the Plan, the text shall control.
Section 8.6 Non-Alienation of Benefits.
The right to receive a benefit under the Plan shall not be subject in any
manner to anticipation, alienation or assignment, nor shall such right be
liable for or subject to debts, contracts, liabilities, engagements or torts,
except to the extent provided in a Qualified Domestic Relations Order.
Section 8.7 Notices.
Any communication required or permitted to be given under the Plan,
including any notice, direction, designation, comment, instruction, objection
or waiver, shall be in writing and shall be deemed to have been given at such
time as it is personally delivered or 5 days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested, addressed
to such party at the address listed below, or at such other address as one such
party may by written notice specify to the other:
(a) If to the Stock Compensation Committee:
Mid-Coast Bancorp, Inc.
1768 Atlantic Highway
Box 589
Waldoboro, Maine 04572
Attention: Corporate Secretary
(b) If to an Eligible Employee, to the Eligible Employee's
address as shown in the Company's personnel records.
Section 8.8 Approval of Shareholders
The Plan and all Awards granted hereunder shall be conditioned on the
approval of the Plan by the affirmative vote of the majority of the Shares
present in person or represented by proxy and entitled to vote at a meeting for
which a quorum is present, which meeting is duly noticed and held of Mid-Coast
Bancorp, Inc. No Award under the Plan shall be granted, nor shall any Shares be
purchased or distributed, prior to such approval.
EXHIBIT 4.2
OFFICERS AND EMPLOYEES
----------------------
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
RESTRICTED STOCK AWARD NOTICE
-----------------------------
_____________________________________________________ _______-______-_______
Name of Award Recipient Social Security Number
_______________________________________________________________________________
Street Address
____________________________________________ _______________ __________
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the
Recognition and Retention Plan of Mid- Coast Bancorp, Inc. Set forth below are
the specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
==============================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
==============================================================================
<S> <C> <C> <C> <C> <C>
Effective Date
- ------------------------------------------------------------------------------
Class of Shares*
- ------------------------------------------------------------------------------
No. of Awarded Shares*
- ------------------------------------------------------------------------------
Vesting Date*
==============================================================================
<FN>
<F*> Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
</FN>
</TABLE>
By signing where indicated below, Mid-Coast Bancorp, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
MID-COAST BANCORP, INC. AWARD RECIPIENT
By __________________________________________ _____________________________
Name: Waite W. Weston
Title: Chairman of the Board of Directors
_______________________________________________________________________________
Instructions: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform
terms and conditions. Where Awarded Shares are awarded on the same date with
varying terms and conditions (for example, varying vesting dates), the awards
should be recorded as a series of grants each with its own uniform terms and
conditions.
EXHIBIT A
---------
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
RESTRICTED STOCK AWARD
General Terms and Conditions
Section 1. Ownership of Shares. The shares of Common Stock, par value
$1.00 per share, of Mid-Coast Bancorp, Inc. ("Shares") covered by this Award
("Awarded Shares") are held in trust by Merrill Merchants Bank ("Trustee"), the
Trustee of the Plan, for your benefit until such time as they are distributed
to you or, if earlier, until you forfeit your rights to the Awarded Shares.
Section 2. Vesting. In general, the Awarded Shares shall become vested
and available for distribution to you at the dates set forth in the Restricted
Stock Award Notice. In the event that your service with the Company terminates
on account of a Change in Control or your Retirement, death or Disability, then
any Awarded Shares not theretofore forfeited shall become immediately vested.
Section 3. Forfeitures. In the event that your service with the Company
terminates before all of the Awarded Shares become vested, any Awarded Shares
that have not yet become vested pursuant to section 2 of this Award Notice
shall be forfeited. Following such a forfeiture, you will have no rights
whatsoever with respect to the Awarded Shares forfeited.
Section 4. Dividends. Any cash dividends or distributions declared and
paid with respect to Awarded Shares shall be promptly paid to you. Any stock
dividends or distributions declared and paid with respect to Awarded Shares not
forfeited shall be allocated to you and shall be held in the Trust Fund subject
to such restrictions and shall become vested under the same terms and
conditions as the Awarded Shares to which they pertain.
Section 5. Voting Rights. You shall have the exclusive right to direct
the manner in which all voting rights appurtenant to Awarded Shares not
forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Board of Directors, with
such person as the Board of Directors shall designate, prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable following
the date any Awarded Shares become vested pursuant to the Award Notice, the
Company will issue to you, or your Beneficiary entitled to such Awarded Shares,
a stock certificate evidencing ownership of the Shares. Any additional Shares
attributable to stock dividends paid with respect to the Awarded Shares then
being distributed pursuant to this section 6 shall also be distributed and
shall be evidenced by such stock certificate. At the same time, you will
receive a cash distribution of any related cash dividends and earnings thereon.
Section 7. Registration of Shares. The Company's obligation to deliver
Shares pursuant to this Award Notice shall, if the Board of Directors so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Board of Directors shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall
become inoperative upon a registration of the Shares or upon the occurrence of
any other event eliminating the necessity of such representation. The Company
shall not be required to deliver any Shares under the Plan prior to (a) the
admission of such Shares to listing on any stock exchange on which Shares may
then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the Board
of Directors shall determine to be necessary or advisable.
Section 8. No Right to Continued Employment. Nothing in this Award Notice
nor any action of the Board of Directors with respect to this Award Notice
shall be held or construed to confer upon you any right to a continuation of
service with the Company or any of its affiliates which employ you. You may be
dismissed or otherwise dealt with to the same extent as though this Award had
not been made.
Section 9. Taxes. The Company, the Board of Directors or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Awarded
Shares to cover the amount required to be withheld.
Section 10. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is personally delivered or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Company:
Mid-Coast Bancorp, Inc.
1768 Atlantic Highway
Box 589
Waldoboro, Maine 04572
Attention: Corporate Secretary
With a copy to:
Thacher Proffitt & Wood
1500 K Street, N.W., Suite 200
Washington, D.C. 20005
Attention: Richard A. Schaberg, Esq.
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. No Assignment. The Awarded Shares shall not be transferable
by you other than by will or by the laws of descent and distribution, and the
Awarded Shares shall be distributable only to you during your lifetime. To name
a Beneficiary who may receive distribution of shares of Common Stock available
for distribution after your death, complete the attached Appendix A and file it
with the Corporate Secretary of Mid-Coast Bancorp, Inc.
Section 12. Successors and Assigns. This Award Notice shall inure to the
benefit of and shall be binding upon you and the Company and your respective
heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in this Award
Notice, words used in the singular may be read in the plural, words used in the
plural may be read in the singular, and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference
to a section shall be a reference to a section of this Award Notice, unless the
context clearly indicates otherwise. Capitalized terms not specifically defined
herein shall have the meanings assigned to them under the Plan.
Section 14. Governing Law. This Award Notice shall be construed and
enforced in accordance with the laws of the State of Maine without giving
effect to the conflict of laws principles thereof, except to the extent that
such laws are preempted by the federal laws of the United States of America.
Section 15. Amendment. This Award Notice may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between you and the Company.
Section 16. Plan Provisions Control. This Award Notice, and the rights
and obligations created hereunder, shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Award Notice, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Award
Notice, you acknowledge receipt of a copy of the Plan.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
Beneficiary Designation Form
GENERAL Use this form to designate the Beneficiary(ies) who will
INFORMATION receive Shares available for distribution at the time of your
death.
Name of Award Recipient _____________________________________________________
Social Security Number __________--__________--__________
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall
be increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
--------------------- Total = 100%
</TABLE>
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the Plan to receive benefits only if
all of my primary Beneficiaries should predecease me, reserving the right to
change or revoke this designation at any time prior to my death with respect
to all outstanding Awarded Shares:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
--------------------- Total = 100%
</TABLE>
SIGN
HERE
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Mid-Coast
Bancorp, Inc. prior to my death, and that it is subject to all of the terms and
conditions of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all outstanding
Awarded Shares.
____________________________________________________ ______________________
Your Signature Date
- ------------------------------ Internal Use Only ------------------------------
This Beneficiary Designation was received by Comments
the Corporate Secretary of Mid-Coast Bancorp,
Inc. on the date indicated.
By ____________________________ _________
Authorized Signature Date
EXHIBIT 4.3
OUTSIDE DIRECTORS
-----------------
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
RESTRICTED STOCK AWARD NOTICE
- ------------------------------------------------- ----------------------
Name of Award Recipient Social Security Number
- -----------------------------------------------------------------------------
Street Address
- -------------------------------------- ----------------- --------------
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the
Recognition and Retention Plan of Mid-Coast Bancorp, Inc. Set forth below are
the specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
=================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
=================================================================================
<S> <C> <C> <C> <C> <C>
Effective Date 7/16/97 7/16/97 7/16/97 7/16/97 7/16/97
Class of Shares* Common Common Common Common Common
No. of Awarded Shares* 60 60 60 60 60
Vesting Date* 4/1/98 4/1/99 4/1/2000 4/1/2001 4/1/2002
=================================================================================
<FN>
<F*> Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
</FN>
</TABLE>
By signing where indicated below, Mid-Coast Bancorp, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
MID-COAST BANCORP, INC. AWARD RECIPIENT
By____________________________________ __________________________________
Name: Wesley E. Richardson
Title: President and Chief Executive
Officer
Instructions: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform
terms and conditions. Where Awarded Shares are awarded on the same date with
varying terms and conditions (for example, varying vesting dates), the awards
should be recorded as a series of grants each with its own uniform terms and
conditions.
EXHIBIT A
---------
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
RESTRICTED STOCK AWARD
General Terms and Conditions
Section 1. Ownership of Shares. The shares of Common Stock, par value
$1.00 per share, of Mid-Coast Bancorp, Inc. ("Shares") covered by this Award
("Awarded Shares") are held in trust by Merrill Merchants Bank ("Trustee"), the
Trustee of the Plan, for your benefit until such time as they are distributed
to you or, if earlier, until you forfeit your rights to the Awarded Shares.
Section 2. Vesting. In general, the Awarded Shares shall become vested
and available for distribution to you at the dates set forth in the Restricted
Stock Award Notice. In the event that your service with the Company terminates
on account of a Change in Control or your death or Disability, then any Awarded
Shares not theretofore forfeited shall become immediately vested.
Section 3. Forfeitures. In the event that your service with the Company
terminates before all of the Awarded Shares become vested, any Awarded Shares
that have not yet become vested pursuant to section 2 of this Award Notice
shall be forfeited. Following such a forfeiture, you will have no rights
whatsoever with respect to the Awarded Shares forfeited.
Section 4. Dividends. Any cash dividends or distributions declared and
paid with respect to Awarded Shares shall be promptly paid to you. Any stock
dividends or distributions declared and paid with respect to Awarded Shares not
forfeited shall be allocated to you and shall be held in the Trust Fund subject
to such restrictions and shall become vested under the same terms and
conditions as the Awarded Shares to which they pertain.
Section 5. Voting Rights. You shall have the exclusive right to direct
the manner in which all voting rights appurtenant to Awarded Shares not
forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Board of Directors, with
such person as the Board of Directors shall designate, prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable following
the date any Awarded Shares become vested pursuant to the Award Notice, the
Company will issue to you, or your Beneficiary entitled to such Awarded Shares,
a stock certificate evidencing ownership of the Shares. Any additional Shares
attributable to stock dividends paid with respect to the Awarded Shares then
being distributed pursuant to this section 6 shall also be distributed and
shall be evidenced by such stock certificate. At the same time, you will
receive a cash distribution of any related cash dividends and earnings thereon.
Section 7. Registration of Shares. The Company's obligation to deliver
Shares pursuant to this Award Notice shall, if the Board of Directors so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Board of Directors shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall
become inoperative upon a registration of the Shares or upon the occurrence of
any other event eliminating the necessity of such representation. The Company
shall not be required to deliver any Shares under the Plan prior to (a) the
admission of such Shares to listing on any stock exchange on which Shares may
then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the Board
of Directors shall determine to be necessary or advisable.
Section 8. No Right to Continued Service. Nothing in this Award Notice
nor any action of the Board of Directors with respect to this Award Notice
shall be held or construed to confer upon you any right to a continuation of
service with the Company or any of its affiliates which retain you. You may be
removed or otherwise dealt with to the same extent as though this Award had not
been made.
Section 9. Taxes. The Company, the Board of Directors or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Awarded
Shares to cover the amount required to be withheld.
Section 10. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is personally delivered or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Company:
Mid-Coast Bancorp, Inc.
1768 Atlantic Highway
Box 589
Waldoboro, Maine 04572
Attention: Corporate Secretary
With a copy to:
Thacher Proffitt & Wood
1500 K Street, N.W., Suite 200
Washington, D.C. 20005
Attention: Richard A. Schaberg, Esq.
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. No Assignment. The Awarded Shares shall not be transferable
by you other than by will or by the laws of descent and distribution, and the
Awarded Shares shall be distributable only to you during your lifetime. To name
a Beneficiary who may receive distribution of shares of Common Stock available
for distribution after your death, complete the attached Appendix A and file it
with the Corporate Secretary of Mid-Coast Bancorp, Inc.
Section 12. Successors and Assigns. This Award Notice shall inure to the
benefit of and shall be binding upon you and the Company and your respective
heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in this Award
Notice, words used in the singular may be read in the plural, words used in the
plural may be read in the singular, and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference
to a section shall be a reference to a section of this Award Notice, unless the
context clearly indicates otherwise. Capitalized terms not specifically defined
herein shall have the meanings assigned to them under the Plan.
Section 14. Governing Law. This Award Notice shall be construed and
enforced in accordance with the laws of the State of Maine without giving
effect to the conflict of laws principles thereof, except to the extent that
such laws are preempted by the federal laws of the United States of America.
Section 15. Amendment. This Award Notice may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between you and the Company.
Section 16. Plan Provisions Control. This Award Notice, and the rights
and obligations created hereunder, shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Award Notice, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Award
Notice, you acknowledge receipt of a copy of the Plan.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
RECOGNITION AND RETENTION PLAN OF MID-COAST BANCORP, INC.
Beneficiary Designation Form
GENERAL Use this form to designate the Beneficiary(ies) who will
INFORMATION receive Shares available for distribution at the time of your
death.
Name of Award Recipient ______________________________________________________
Social Security Number __________--__________--__________
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall
be increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C> <C>
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
--------------------- Total = 100%
</TABLE>
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s)
as my contingent Beneficiary(ies) under the Plan to receive benefits only if
all of my primary Beneficiaries should predecease me, reserving the right to
change or revoke this designation at any time prior to my death with respect to
all outstanding Awarded Shares:
<TABLE>
<CAPTION>
Name Address Relationship Birthdate Share
<S> <C> <C> <C>
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
---------------------
- ------------------------ --------------------- ---------------- ----------- -----------%
--------------------- Total = 100%
</TABLE>
SIGN
HERE
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Mid-Coast
Bancorp, Inc. prior to my death, and that it is subject to all of the terms and
conditions of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all outstanding
Awarded Shares.
_______________________________________________ ________________________
Your Signature Date
- ------------------------------ Internal Use Only -----------------------------
This Beneficiary Designation was received by Comments
the Corporate Secretary of Mid-Coast Bancorp,
Inc. on the date indicated.
By________________________________ ________
Authorized Signature Date
EXHIBIT 23.1
The Board of Directors
Mid-Coast Bancorp, Inc.
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Recognition and Retention Plan of Mid-Coast
Bancorp, Inc. of our report dated May 2, 1997, with respect to the
consolidated financial statements of Mid-Coast Bancorp, Inc. incorporated by
reference in the Annual Report (Form 10-KSB) for the year ended March 31,
1997, filed with the Securities and Exchange Commission.
/s/ BAKER NEWMAN & NOYES, LIMITED
LIABILITY COMPANY
Portland, Maine
March 30, 1998
