0001193125-05-139684 Sample Contracts

TRUST AGREEMENT BETWEEN LEGACY BANKS AND FIRST BANKERS TRUST SERVICES FOR THE LEGACY BANKS EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Trust Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This TRUST AGREEMENT dated , 2005, between LEGACY BANKS with its administrative office at 99 North Street, Pittsfield, Massachusetts 01202 (hereinafter called the “Bank”), and First Bankers Trust Services with its administrative office at 2321 Kochs Lane, P. O. Box 4004, Quincy, Illinois 62305-4005 (hereinafter called the “Trustee”).

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LEGACY BANKS EMPLOYMENT AGREEMENT
Legacy Banks • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This AGREEMENT (“Agreement”) is made effective as of , 2005, by and among Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202, Legacy Bancorp, Inc., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and J. Williar Dunlaevy (“Executive”).

LEGACY BANCORP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Delaware

This AGREEMENT (“Agreement”) is made effective as of , 2005, by and between Legacy Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal offices at 99 North Street, Pittsfield, Massachusetts, 01202 and J. Williar Dunlaevy (“Executive”). Any reference to “Institution” or “Bank” herein shall mean Legacy Banks or any successor thereto.

FORM OF LEGACY BANKS CHANGE IN CONTROL AGREEMENT VICE PRESIDENTS
Change in Control Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This AGREEMENT is made effective as of , 2005, by and between Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 99 North Street, Pittsfield, Massachusetts 01202, (“Executive”), and Legacy Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, which is the holding company of the Bank.

FORM OF LEGACY BANCORP, INC. CHANGE IN CONTROL AGREEMENT VICE PRESIDENTS
Control Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Delaware

This AGREEMENT is made effective as of , 2005 by and between Legacy BANCORP, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of Legacy Banks (the “Bank”) with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202 and (“Executive”).

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