Service Bancorp Inc Sample Contracts

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EXHIBIT 99.2
Engagement Agreement • June 15th, 1998 • Summit Bancorp Inc /Ma/

This letter sets forth the agreement between Summit Bank, Medway, Massachusetts ("Summit" or the "Bank"), and RP Financial, LC. ("RP Financial"), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Bank's Board of Trustees in conjunction with the concurrent mutual holding company reorganization and minority stock offering. These services are described in greater detail below.

WITNESSETH
Employment Agreement • November 14th, 2001 • Service Bancorp Inc • State commercial banks • Massachusetts
FORM OF SUMMIT BANK SEVERANCE AGREEMENT
Severance Agreement • June 15th, 1998 • Summit Bancorp Inc /Ma/ • Massachusetts
April 2, 1998
Appraisal Services Agreement • June 15th, 1998 • Summit Bancorp Inc /Ma/
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 13th, 2009 • Service Bancorp Inc • State commercial banks • Massachusetts

This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made as of October 28, 2008 (the “Effective Date”), by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Employer”), Service Bancorp, MHC, a mutual holding company chartered under the laws of Massachusetts (the “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company” and together with the MHC, the “Holding Companies”) and Randal D. Webber (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer, the Holding Companies and the Executive agree as follows:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

This AMENDED AND RESTATED AGREEMENT is made and entered into as of the 23rd day of October, 2007 (the “Effective Date”), by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Employer”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts, and Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Holding Companies”) and Pamela J. Montpelier (the “Executive”).

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2008 AMONG MIDDLESEX SAVINGS BANK AND SERVICE BANCORP, M.H.C., SERVICE BANCORP, INC., AND STRATA BANK
Merger Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2008, is by and among (i) Middlesex Savings Bank, a Massachusetts-chartered savings bank (“MSB”), and (ii) Strata Bank, a Massachusetts-chartered savings bank (“Strata Bank”), Service Bancorp, Inc., a Massachusetts corporation and the parent company of Strata Bank (“Service”), and Service Bancorp, M.H.C., a Massachusetts-chartered mutual holding company and the majority shareholder of Service (“Service MHC”). Each of MSB, Strata Bank, Service and Service MHC is sometimes individually referred to in this Agreement as a “party” and collectively as the “parties.”

FORM OF DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Director Supplemental Retirement Plan Agreement • September 22nd, 2003 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS AGREEMENT is made and entered into this 29th day of March, 2000, by and between Summit Bank, a Bank organized and existing under the laws of the Commonwealth of Massachusetts, (hereinafter referred to as the, “Bank”, and , a member of the Board of Directors of the Bank, Service Bancorp, Inc. (hereinafter referred to as the, “Company”), or Service Bancorp, MHC (hereinafter referred to as the, “Mutual Holding Company”), or any affiliates or subsidiaries (hereinafter referred to as the, “Director”).

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • February 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 23rd day of October, 2007, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 10th, 2006 • Service Bancorp Inc • State commercial banks

Reference is made to the Employment Agreement (the “Agreement”) dated as of September 19, 2001 by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (therein and hereinafter referred to as the “Employer”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts, and Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (therein and hereinafter referred to as the “Holding Companies”) and Pamela J. Montpelier (therein and hereinafter referred to as the “Executive”).

SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • May 14th, 2003 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS AGREEMENT is made and entered into as of the 18th day of March, 2003, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 20th, 2009 • Service Bancorp Inc • State commercial banks

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 1”), dated as of March 18, 2009, is by and among (i) Middlesex Savings Bank, a Massachusetts-chartered savings bank (“MSB”), and (ii) Strata Bank, a Massachusetts-chartered savings bank (“Strata Bank”), Service Bancorp, Inc., a Massachusetts corporation and the parent company of Strata Bank (“Service”), and Service Bancorp, M.H.C., a Massachusetts-chartered mutual holding company and the majority shareholder of Service (“Service MHC”). Each of MSB, Strata Bank, Service and Service MHC is sometimes individually referred to in this Amendment No. 1 as a “party” and collectively as the “parties.” Reference is made to that certain Agreement and Plan of Merger, dated as of December 8, 2008 (the “Merger Agreement”), by and among MSB, Strata Bank, Service and Service MHC. All capitalized terms used herein without definition herein shall have the meanings ascribed to them in the Merger Agreement.

ANNEX C FORM OF VOTING AGREEMENT
Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and between Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”), and the undersigned trustee (the “Trustee”) of Service Bancorp, MHC, a Massachusetts mutual holding company (“Service MHC”).

ANNEX B FORM OF VOTING AGREEMENT
Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and between Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”), and the undersigned holders (“Company Shareholders”) of capital stock (“Company Stock”) of Service Bancorp, Inc., a Massachusetts corporation (“Company”).

LEASE
Lease Agreement • November 13th, 2006 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS INSTRUMENT IS AN INDENTURE OF Lease in which the Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as and numbered 122 Grove Street (the “Building”), Franklin, Massachusetts 02038, which Building is situated on a certain parcel of land containing approximately 4.89 acres (the “Land”) more particularly described on Exhibit A, attached hereto.

EMPLOYMENT AND CONSULTING AGREEMENT (Interim Chief Executive Officer)
Employment Agreement • November 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS EMPLOYMENT AND CONSULTING AGREEMENT (“Agreement”) is made and entered into as of September 25, 2008 by and among Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a mutual holding company chartered under the laws of Massachusetts (the “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company” and together with the MHC, the “Holding Companies” and together with the MHC and the Bank, the “Companies”) and Edward A. Hjerpe, III (the “Executive”).

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • February 10th, 2006 • Service Bancorp Inc • State commercial banks • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 13th day of December, 2005, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).

ANNEX E FORM OF VOTING AGREEMENT
Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts

VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and among Service Bancorp, MHC, a Massachusetts mutual holding company (“Service MHC”), Service Bancorp, Inc., a Massachusetts corporation (“Service Inc.” and collectively with Service MHC, “Service”) and the undersigned trustee (the “Trustee”) of Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”).

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