0000910647-03-000205 Sample Contracts

STOCKHOLDER AGREEMENT
Stockholder Agreement • May 15th, 2003 • Port Financial Corp • Savings institution, federally chartered • Massachusetts

This STOCKHOLDER AGREEMENT ("Agreement"), dated as of April 17, 2003, by and between Citizens Bank of Massachusetts, a Massachusetts trust company ("Buyer"), and the undersigned director, officer and/or holder of common stock, par value $0.01, of Port Financial Corp. ("Stockholder").

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AGREEMENT AND PLAN OF MERGER (Bank Merger Agreement)
Bank Merger Agreement • May 15th, 2003 • Port Financial Corp • Savings institution, federally chartered

This AGREEMENT AND PLAN OF MERGER, dated as of _______ __, 2003 ("Agreement"), pursuant to the General Laws of The Commonwealth of Massachusetts, as amended (the "Massachusetts General Laws"), by and among Citizens Bank of Massachusetts, a Massachusetts trust company ("Buyer Bank"), Cambridgeport Bank, a Massachusetts savings bank ("Seller Bank"), and for the purpose of Section 1.2 and Article III, Port Financial Corp., a Massachusetts corporation and the parent of the Seller Bank ("Parent").

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