EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 23rd, 1997 • Ust Corp /Ma/ • State commercial banks • Massachusetts
EXHIBIT 10(u)(ii) FIRST AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This First Amended Executive Employment Agreement (hereafter referred to as this "Agreement") is made by and between UST Corp., a Massachusetts corporation, (the "Company") and James K....Executive Employment Agreement • March 26th, 1996 • Ust Corp • National commercial banks • Massachusetts
1 EXHIBIT 10(i)(vii) EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made by and between UST Corp., a Massachusetts corporation, (the "Company" or "UST") and John Fallon (the "Employee") as of the 10th day of August, 1998 (the "Effective Date"). In...Executive Employment Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of June 21, 1999 (this "Amendment"), to the Rights Agreement, dated as of September 19, 1995 (the "Rights Agreement"), by and between UST Corp., a Massachusetts corporation (the "Company") and United...Rights Agreement • July 2nd, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
3- 4 for Base Salary earned but unpaid through the date of termination, any bonus awarded but not yet paid and pay for any vacation time accrued but not used through the date of termination.Executive Employment Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
1 EXHIBIT 10(M) PURCHASE AND SALE AGREEMENT DATED as of November 18, 1998Purchase and Sale Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereof, written or oral. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties...Stock Option Agreement • December 24th, 1997 • Ust Corp /Ma/ • State commercial banks
AMENDMENT This Agreement amends the First Amended Executive Exmployment Agreement between the Employee and UST Corp. dated as of the 1st day of February, 1996 (the "Employment Agreement"). All capitalized terms used in this Agreement shall have the...Executive Employment Agreement • March 27th, 1997 • Ust Corp /Ma/ • State commercial banks
1 EXHIBIT 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 15, 1997, between AFFILIATED COMMUNITY BANCORP, INC., a Massachusetts corporation (the "ISSUER") and UST CORP., a Massachusetts corporation (the "GRANTEE"). WHEREAS, the...Stock Option Agreement • December 24th, 1997 • Ust Corp /Ma/ • State commercial banks • Massachusetts
1 EXHIBIT 10(i)(i) SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made by and between UST Corp., a Massachusetts corporation, ("UST") and Neal F. Finnegan (the "Employee") as of the 1st day of January, 1999 (the...Executive Employment Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
EXHIBIT 10(l) FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement (hereafter, this "Employment Agreement") made and entered into as of the 21st day of November, 1995 by and between UST Corp. ("UST"), a...Employment Agreement • March 26th, 1996 • Ust Corp • National commercial banks • Massachusetts
1 Exhibit 1 AFFILIATION AGREEMENT AND PLAN OF REORGANIZATION AFFILIATION AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT"), dated as of December 9, 1997, by and among UST CORP., a Massachusetts corporation (the "BUYER") and SOMERSET SAVINGS BANK,...Affiliation Agreement • December 17th, 1997 • Ust Corp /Ma/ • State commercial banks • Massachusetts
WITNESSETH:Stock Option Agreement • July 2nd, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
ARTICLE I DEFINITIONSAffiliation Agreement • December 17th, 1997 • Ust Corp /Ma/ • State commercial banks • Massachusetts
May 7, 1998Affiliation Agreement and Plan of Reorganization • May 7th, 1998 • Ust Corp /Ma/ • State commercial banks
This opinion is furnished to you pursuant to Section 6.02(e) of the Affiliation Agreement and Plan of Reorganization dated as of December 15, 1997 (the "Agreement") among UST Corp., a Massachusetts corporation, Mosaic Corp., a Massachusetts corporation and wholly owned subsidiary of UST Corp., and Affiliated Community Bancorp, Inc., a Massachusetts corporation ("AFCB"). Pursuant to the Agreement, AFCB will merge with and into Mosaic Corp. in a transaction (the "Merger") in which the existing stockholders of AFCB, other than dissenting stockholders, will receive common stock of UST Corp. in exchange for their issued and outstanding shares of common stock of AFCB. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement.
EXHIBIT 10(n)(i) UST AMENDMENT This Agreement amends the First Amended and Restated Employment Agreement between Neal F. Finnegan and UST Corp. dated as of the 21st day of November, 1995 (the "Employment Agreement"). All capitalized terms used in this...Employment Agreement • March 27th, 1997 • Ust Corp /Ma/ • State commercial banks
EXHIBIT 10.b.i The First National Bank of Boston 100 Federal Street Boston, MA 02110 As of December 6, 1996 USTrust 40 Court Street Boston, Massachusetts Attention: Neal F. Finnegan President and Chief Executive Officer Re: Supplemental Loans, Loan...Supplemental Loans, Loan Participations and Assignments • March 27th, 1997 • Ust Corp /Ma/ • State commercial banks
ARTICLE I THE MERGERMerger Agreement • July 2nd, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
ARTICLE I DEFINITIONSAffiliation Agreement and Plan of Reorganization • December 24th, 1997 • Ust Corp /Ma/ • State commercial banks • Massachusetts
1 EXHIBIT 10(a) ACQUISITION AGREEMENT ACQUISITION AGREEMENT (this "Agreement"), dated as of December 17, 1998, by and among USTRUST, a Massachusetts trust company ("Buyer"), BREWER & LORD LLP, a Massachusetts limited liability partnership ("Seller"),...Acquisition Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
1 EXHIBIT 10(l)iii AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT made as of June 30, 1998 by and among United States Trust Company ("USTC"), a banking and trust company having its principal place of business in Boston,...Employment Agreement • March 30th, 1999 • Ust Corp /Ma/ • State commercial banks • Massachusetts
