0001193125-14-225607 Sample Contracts

Amendment No. 1 to the Change of Control Agreement By and Between Beverly Bank, Beverly Financial, Inc. and Robert W. Mitchell, Jr.
Change of Control Agreement • June 4th, 2014 • Beverly Financial, Inc.

The Change of Control Agreement by and between Beverly Cooperative Bank and Robert W. Mitchell, Jr., effective April 18, 2013 (the “Change of Control Agreement”), is hereby amended as follows:

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Amendment No. 1 to the Employment Agreement By and Between Beverly Bank, Beverly Financial, Inc. and Michael R. Wheeler
Employment Agreement • June 4th, 2014 • Beverly Financial, Inc.

The Employment Agreement by and between Beverly Cooperative Bank and Michael R. Wheeler, effective April 18, 2013 (the “Employment Agreement”), is hereby amended as follows:

BEVERLY COOPERATIVE BANK PERFORMANCE UNIT PLAN AGREEMENT
Plan Agreement • June 4th, 2014 • Beverly Financial, Inc.

THIS PLAN AGREEMENT (this “‘Plan Agreement”) is entered into this day of to be effective the (“Effective Date”), by and between Beverly Cooperative Bank (the “Bank”) and (the (“Participant”).

RP® FINANCIAL, LC. Advisory | Planning | Valuation
Beverly Financial, Inc. • June 4th, 2014

This letter sets forth the agreement between Beverly Bank, Beverly, Massachusetts (the “Bank”), the wholly-owned subsidiary of Beverly Financial, MHC (collectively, the “Company”), and RP® Financial, LC. (“RP Financial”), for independent conversion appraisal services in conjunction with the stock to be issued concurrent with the Company’s proposed mutual-to-stock conversion transaction. The specific appraisal services to be rendered by RP Financial are described below.

Beverly Bank Supplemental Executive Retirement Plan Participation Agreement
Participation Agreement • June 4th, 2014 • Beverly Financial, Inc.

I, Robert W. Mitchell, Jr., an Executive of Beverly Bank, and Beverly Bank hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that I shall participate in the Supplemental Executive Retirement Plan for Executives (the “Plan”) originally established as of January 1, 2013 by Beverly Bank, as such Plan may now exist or hereafter be modified, and do further agree to the terms and conditions thereof.

EMPLOYMENT AGREEMENT
Employment Agreement • June 4th, 2014 • Beverly Financial, Inc. • Massachusetts

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of April 18, 2013 by and between BEVERLY COOPERATIVE BANK, a Massachusetts co-operative bank having its executive offices at 254 Cabot Street, Beverly, Massachusetts 01915 (“Bank”) and MICHAEL R. WHEELER (“Executive”).

Beverly, MA 01915
Beverly Financial, Inc. • June 4th, 2014 • Massachusetts
ONE-YEAR CHANGE OF CONTROL AGREEMENT
One-Year Change of Control Agreement • June 4th, 2014 • Beverly Financial, Inc. • Massachusetts

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of April 18, 2013 by and between BEVERLY COOPERATIVE BANK, a Massachusetts cooperative bank having an office at 254 Cabot Street, Beverly, Massachusetts 01915 (the “Bank”) and STEPHEN J. BRITTON (the “Officer”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • June 4th, 2014 • Beverly Financial, Inc. • Massachusetts

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of April 18, 2013 by and between BEVERLY COOPERATIVE BANK, a Massachusetts cooperative bank having an office at 254 Cabot Street, Beverly, Massachusetts 01915 (the “Bank”) and ROBERT W. MITCHELL, Jr. (the “Officer”).

DEFERMENT AGREEMENT
Deferment Agreement • June 4th, 2014 • Beverly Financial, Inc. • Massachusetts
Beverly Bank Amended and Restated Supplemental Executive Retirement Plan Participation Agreement
Participation Agreement • June 4th, 2014 • Beverly Financial, Inc.

I, Michael R. Wheeler, an Executive of Beverly Bank, and Beverly Bank hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that my December 27, 2013 Supplemental Executive Retirement Plan Participation Agreement shall be amended and restated effective May 27, 2014.

Amendment No. 1 to the Change of Control Agreement By and Between Beverly Bank, Beverly Financial, Inc. and Stephen J. Britton
Change of Control Agreement • June 4th, 2014 • Beverly Financial, Inc.

The Change of Control Agreement by and between Beverly Cooperative Bank and Stephen J. Britton, effective April 18, 2013 (the “Change of Control Agreement”), is hereby amended as follows:

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