-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ioc0rjcswAp/7rQAOob01zcFQCvn/jEjQP6tutbqaPNimRt+PXJfQ2PAk1ULBCHA ssccLuA1qdc+IZ42Hj5N4g== 0000950135-97-005191.txt : 19971229 0000950135-97-005191.hdr.sgml : 19971229 ACCESSION NUMBER: 0000950135-97-005191 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971224 EFFECTIVENESS DATE: 19971224 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDFORD BANCORP INC CENTRAL INDEX KEY: 0001049895 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043384928 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43273 FILM NUMBER: 97744446 BUSINESS ADDRESS: STREET 1: 29 HIGH ST CITY: MEDFORD STATE: MA ZIP: 02155 BUSINESS PHONE: 6173957700 MAIL ADDRESS: STREET 1: 29 HIGH ST CITY: MEDFORD STATE: MA ZIP: 02155 S-8 1 MEDFORD BANCORP, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on December 24, 1997 Registration Statement No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- MEDFORD BANCORP, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 29 HIGH STREET 04-3384928 (State or Other Jurisdiction of MEDFORD, MASSACHUSETTS 02155 (I.R.S. Employer Incorporation or Organization) (617) 395-7700 Identification No.) (Address, including zip code, and telephone number, including area code of Registrant's principal executive offices)
DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS (Full title of the Plan) ARTHUR H. MEEHAN Chairman, President and Chief Executive Officer MEDFORD BANCORP, INC. 29 High Street Medford, Massachusetts 02155 (617) 395-7700 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: PAUL W. LEE, P.C. Goodwin, Procter & Hoar LLP Exchange Place Boston, MA 02109 (617) 570-1590 -------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================================== TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED(1) REGISTERED(2) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.50 100,000 shares $39.63(3) $3,963,000.00 $1,169.09 par value - --------------------------------------------------------------------------------------------------------------------------- (1) Pursuant to a Shareholder Rights Plan, each share of Common Stock also has an associated preferred stock purchase right. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate amount of interests (including any associated preferred stock purchase rights) to be offered or sold pursuant to the deferred investment plan for outside directors described herein. (2) Plus such additional number of shares as may be required pursuant to the deferred investment plan for outside directors described herein in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of determining the amount of the registration fee on December 19, 1997, utilizing the average of the high and low sale prices reported on the Nasdaq National Market System on that date. ===========================================================================================================================
This Registration Statement, including exhibits (See Exhibit Index on Page 10), consists of 19 pages. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in the requirements of Part I are not required to be filed with the Securities and Exchange Commission as part of this Registration Statement on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Medford Bancorp, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents: (a) and (b) The Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 26, 1997 (the "Form 8-K"), which includes as exhibits thereto the following: (1) Annual Report of Medford Savings Bank (the "Bank") on Form F-2 for the year ended December 31, 1996, as filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1); Quarterly Report of the Bank on Form F-4 for the quarter ended March 31, 1997, as filed with the FDIC (Exhibit 99.2); Current Report of the Bank on Form F-3, as filed with the FDIC on May 7, 1997 (Exhibit 99.3); Quarterly Report of the Bank on Form F-4 for the quarter ended June 30, 1997, as filed with the FDIC (Exhibit 99.4); Proxy Statement, dated August 4, 1997, delivered to the Bank's stockholders in connection with the Bank's September 16, 1997 Special Meeting of Stockholders, as filed with the FDIC (Exhibit 99.5); Quarterly Report of the Bank on Form F-4 for the quarter ended September 30, 1997, as filed with the FDIC (Exhibit 99.6); Current Report of the Bank on Form F-3, as filed with the FDIC on October 7, 1997 (Exhibit 99.7). (c) The description of the Registrant's common stock, par value $0.50 per share, contained in Exhibit 3.1 and 99.5 to Form 8-K. All documents filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Indemnification. The Company is a Massachusetts corporation. Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employee benefit plan, to the extent specified or authorized by the corporation's articles of organization, a by-law adopted by the stockholders, or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Section 67 also provides that a corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him against such liability. The Company's By-laws provide that directors and officers of the Company shall, and in the discretion of the Board of Directors, non-officer employees may, be indemnified by the Company against liabilities and expenses arising out of service for or on behalf of the Company. The By-laws provide that such indemnification shall not be provided if it is determined that the action giving rise to the liability was not taken in good faith in the reasonable belief that the action was in the best interests of the Company. The By-laws provide that the indemnification provision in the By-laws does not limit any other right to indemnification existing independently of the By-laws. More specifically, Article VI, Section 1, of the Company's By-laws provides the following definitions relating to the indemnification of directors and officers: For purposes of this Article: (a) "Officer" means any person who serves or has served as a Director of the Company or in any other office filled by election or appointment by the stockholders or the Board of Directors and any heirs or personal representatives of such person; (b) "Non-Officer Employee" means any person who serves or has served as an employee of the Company, but who is not or was not an Officer, and any heirs or personal representatives of such person; (c) "Proceeding" means any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal administrative or legislative body or agency and any claim which could be the subject of a Proceeding; and (d) "Expenses" means any liability fixed by a judgment, order, decree or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees or other disbursements reasonably incurred in a Proceeding. Article VI, Section 2, of the Company's By-laws provides that the Company shall indemnify Officers as follows: Except as provided in Sections 4 and 5 of this Article VI, each Officer of the Company shall be indemnified by the Company against all Expenses incurred by such Officer in connection with any Proceedings in which such Officer is involved as a result of serving or having served (a) as an Officer or employee of the Company; (b) as a director, officer or employee of any wholly owned subsidiary of the Company; or (c) in any capacity with any other corporation, organization, partnership, joint venture, trust or other entity at the request or direction of the Company. 2 4 Article VI, Section 3, of the Company's By-laws provides that the Company shall indemnify Non-Officer Employees as follows: Except as provided in Sections 4 and 5 of this Article VI, each Non-Officer Employee of the Company may, in the discretion of the Board of Directors, be indemnified against any or all Expenses incurred by such Non-Officer Employee in connection with any Proceeding in which such Non-Officer Employee is involved as a result of serving or having served (a) as a Non-Officer Employee of the Company; (b) as a director, officer or employee of any wholly owned subsidiary of the Company; or (c) in any capacity with any other corporation, organization, partnership, joint venture, trust or other entity at the request or direction of the Company. Article VI of the Company's By-laws also includes certain provisions relating to the scope of the indemnification for officers and directors of the Company and the procedures for determining entitlement to indemnification: SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY. No indemnification shall be provided to an Officer or Non-Officer Employee with respect to serving or having served in any of the capacities described in Section 2(c) or 3(c) above unless the following two conditions are met: (a) such service was requested or directed in each specific case by vote of the Board of Directors prior to the occurrence of the event to which the indemnification relates, and (b) the Company maintains insurance coverage for the type of indemnification sought. In no event shall the Company be liable for indemnification under Section 2(c) or 3(c) above for any amount in excess of the proceeds of insurance received with respect to such coverage as the Company in its discretion may elect to carry. The Company may but shall not be required to maintain insurance coverage with respect to indemnification under Section 2(c) or 3(c) above. Notwithstanding any other provision of this Section 4, but subject to Section 5 of this Article VI, the Board of Directors may provide an Officer or Non-Officer Employee with indemnification under Section 2(c) or 3(c) above as to a specific Proceeding even if one or both of the two conditions specified in this Section 4 have not been met and even if the amount of the indemnification exceeds the amount of the proceeds of any insurance which the Company may have elected to carry, provided that the Board of Directors in its discretion determines it to be in the best interests of the Company to do so. SECTION 5. GOOD FAITH. No indemnification shall be provided to an Officer or to a Non-Officer Employee with respect to a matter as to which such person shall have been adjudicated in any Proceeding not to have acted in good faith in the reasonable belief that the action of such person was in the best interests of the Company. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation upon an Officer or Non-Officer Employee, no indemnification shall be provided to said Officer or Non-Officer Employee with respect to a matter if there be a determination that with respect to such matter such person did not act in good faith in the reasonable belief that the action of such person was in the best interests of the Company. The determination shall be made by a majority vote of those Directors who are not involved in such Proceeding. However, if more than half of the Directors are involved in such Proceeding, the determination shall be made by a majority vote of a committee of three disinterested Directors chosen by the disinterested Directors at a regular or special meeting. If there are fewer than three (3) disinterested Directors, the determination shall be based upon the opinion of the Company's regular outside counsel. SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise provided by the Board of Directors or by the committee pursuant to the procedure specified in Section 5 of this Article VI, any indemnification provided for under this Article VI shall include payment by the Company of Expenses incurred in defending a Proceeding in advance of the final disposition of such Proceeding upon receipt 3 5 of an undertaking by the Officer or Non-Officer Employee seeking indemnification to repay such payment if such Officer or Non-Officer Employee shall be adjudicated or determined to be not entitled to indemnification under this Article VI. SECTION 7. INSURANCE. The Company may purchase and maintain insurance to protect itself and any Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Company or any such Officer or Non-Officer Employee, or arising out of any such status, whether or not the Company would have the power to indemnify such person against such liability by law or under the provisions of this Article VI. SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this Article VI shall limit any lawful rights to indemnification existing independently of this Article VI. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. *4.1 Specimen certificate for shares of Common Stock of Medford Bancorp, Inc. *4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the Articles of Organization of Medford Bancorp, Inc. *4.3 Articles II and V of the By-laws of Medford Bancorp, Inc. 4.4 Deferred Investment Plan for Outside Directors 4.5 First Amendment to Deferred Investment Plan for Outside Directors 23.1 Consent of Wolf & Company, P.C., as independent public accountants 24.1 Power of attorney (see page 7 of this Registration Statement) - --------------------------- * Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 1997, and incorporated herein by reference thereto. 4 6 ITEM 9. UNDERTAKINGS This Registration Statement on Form S-8 covers securities underlying a deferred investment plan for outside directors adopted by the Registrant as its plan in connection with the reorganization of Medford Savings Bank (the "Bank") into holding company form pursuant to a Plan of Reorganization and Acquisition dated as of July 29, 1997 between the Registrant and the Bank (the "Plan of Reorganization"). Pursuant to the Plan of Reorganization, at the effective date of the Plan of Reorganization, each issued and outstanding share of the Bank's common stock, par value $0.50 per share (together with associated preferred stock purchase rights) (except shares held by stockholders exercising dissenters' rights), automatically and without consideration was converted into and exchanged for one share of the common stock, par value $0.50 per share of the Company (together with associated preferred stock purchase rights). Notwithstanding the foregoing, as required by Item 9 of Form S-8, the Registrant provides the following undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any acts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in "Calculation of Registration Fee" table in the effective Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the undersigned Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 5 7 Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Medford, Commonwealth of Massachusetts, on December 23, 1997. MEDFORD BANCORP, INC. By: /s/ Arthur H. Meehan ----------------------------------------------- Arthur H. Meehan Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Medford Bancorp, Inc. hereby severally constitute Arthur H. Meehan and Phillip W. Wong and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and in our capacities as officers and directors to enable Medford Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Arthur H. Meehan Chairman, President, Chief December 23, 1997 - -------------------------------- Executive Officer and Director Arthur H. Meehan (principal executive officer) /s/ Phillip W. Wong Senior Vice President, Treasurer December 23, 1997 - -------------------------------- and Chief Financial Officer Phillip W. Wong (principal financial and accounting officer) /s/ Edward D. Brickley Director December 23, 1997 - -------------------------------- Edward D. Brickley
7 9
SIGNATURE TITLE DATE --------- ----- ---- /s/ David L. Burke Director December 23, 1997 - -------------------------------- David L. Burke /s/ Paul J. Crowley Director December 23, 1997 - -------------------------------- Paul J. Crowley /s/ Mary L. Doherty Director December 23, 1997 - -------------------------------- Mary L. Doherty /s/ Edward J. Gaffey Director December 23, 1997 - -------------------------------- Edward J. Gaffey /s/ Andrew D. Guthrie Jr., M.D. Director December 23, 1997 - -------------------------------- Andrew D. Guthrie Jr., M.D. - -------------------------------- Director December __, 1997 Robert A. Havern III /s/ Arthur H. Meehan Director December 23, 1997 - -------------------------------- Arthur H. Meehan /s/ Eugene R. Murray Director December 23, 1997 - -------------------------------- Eugene R. Murray /s/ Francis D. Pizzella Director December 23, 1997 - -------------------------------- Francis D. Pizzella
8 10 Pursuant to the requirements of the Securities Act of 1933, the Trustee of the Deferred Investment Plan for Outside Directors has duly caused this Registration Statement to be signed by the undersigned, thereunto duly authorized, in the City of Somerville, Commonwealth of Massachusetts, on December 23, 1997. /s/ John J. Sheehan ----------------------------- John J. Sheehan Trustee 9 11 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGES ------- ----------- ------------ *4.1 Specimen certificate for shares of Common Stock of Medford Bancorp, Inc. *4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the Articles of Organization of Medford Bancorp, Inc. *4.3 Articles II and V of the By-laws of Medford Bancorp, Inc. 4.4 Deferred Investment Plan for Outside Directors 4.5 First Amendment to Deferred Investment Plan for Outside Directors 23.1 Consent of Wolf & Company, P.C., as independent public accountants 24.1 Power of attorney (see page 7 of this Registration Statement)
- --------------------------- * Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 1997, and incorporated herein by reference thereto. 10 EX-4.4 2 DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS 1 DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS November 28, 1990 As amended and restated on April 27, 1992 1. PURPOSE. The purpose of the Plan is to provide Directors of Medford Savings Bank (the "Bank") and Regional Bancorp, Inc. ("Regional") with deferred benefits upon retirement and to allow Directors to participate in the growth of Regional and the Bank through the acquisition of a beneficial interest in Regional common stock, par value $0.10 per share (the "Common Stock"). 2. ADMINISTRATION. The Plan shall be administered by an Administrative Committee consisting of three or more persons appointed by the Board of Directors of Regional and the Bank. The Administrative Committee shall have the authority to adopt rules and regulations for carrying out the Plan, and to interpret, construe and implement the provisions of the Plan. 3. ELIGIBILITY; EFFECTIVE DATE. Each member of the Board of Directors of Regional and the Bank who is not an employee of Regional or the Bank (a "Director") shall be entitled to participate in the Plan. The effective date of the Plan is December 17, 1990 (the "Effective Date"). The Plan Year for the initial period following adoption shall begin on the Effective Date and shall end on January 31, 1991. Thereafter each Plan Year shall be the twelve-month period beginning on February 1 and ending on January 31. 4. DIRECTORS' DEFERRAL. Each Director may elect to defer payment of all or any part of the annual retainer fees, meeting fees, committee fees and other payments for services rendered by the Director to Regional or the Bank on or after the Effective Date (the "Fees") 2 pursuant to the provisions of this Plan. A Director's election to defer Fees shall be in writing and shall be effective upon receipt and acceptance by Regional and the Bank. For the initial Plan Year, such election shall be made not later than the Effective Date. In succeeding Plan Years, such election shall be made not later than six (6) months prior to the commencement of the next succeeding Plan Year. Any election may be revoked or changed if it is made in writing not later than six (6) months prior to the commencement of the next Plan Year, but only as to Fees to be earned at and after commencement of the next succeeding Plan Year. For the initial Plan Year, a Director also may elect, on or before the Effective Date, to transfer to an account which will be established under Section 5 of the Plan any or all of the money which has been credited to such Director's deferred compensation account ("Transferred Fees") pursuant to the Medford Savings Bank Director's Deferred Compensation Plan. 5. ESTABLISHMENT OF TRUST; DIRECTORS' ACCOUNTS. In connection with the adoption of the Plan, Regional and the Bank shall establish a nonqualified trust (the "Rabbi Trust"). All Fees and Transferred Fees shall be deposited in the Rabbi Trust on behalf of the participating Directors. Regional, the Bank and the Trustee of the Rabbi Trust shall maintain a book account for each Director to which such Fees and Transferred Fees shall be credited (the "Account"). Fees shall be deposited in the Rabbi Trust and credited to a Director's Account on a quarterly basis within five (5) business days after the end of the fiscal quarter during which the compensation constituting such Fees was earned. In accordance with the terms of the Rabbi Trust, all Fees and Transferred Fees shall be invested by the Trustee of the Rabbi Trust in shares of Common Stock. Each Director's Account shall indicate the number of shares of Common Stock which have been purchased and 2 3 are being held in the Trust on behalf of each Director. Cash dividends paid on shares of Common Stock held in the Rabbi Trust shall be used to purchase additional shares of Common Stock and shall be credited to the Directors' Accounts. Stock dividends, stock splits and other distributions payable on Common Stock also will be held in the Rabbi Trust and shall be credited to the Directors' Accounts. The Trustee may acquire up to 350,000 shares of Common Stock under the Plan, subject to adjustment in the event of a stock dividend, stock split, recapitalization or similar event. 6. UNSECURED GENERAL CREDITOR. Notwithstanding anything to the contrary contained herein, neither the Directors nor any beneficiaries designated by them, nor any of their respective representatives or estates, shall have any right, other than the right of an unsecured general creditor, against the Bank with respect to the Directors' Accounts, the Rabbi Trust and the shares of Common Stock held in the Rabbi Trust. Notwithstanding anything to the contrary contained herein, to the extent Regional or the Bank contributes amounts representing Fees and Transferred Fees on behalf of Directors to the Rabbi Trust, Regional or the Bank, as the case may be, shall be relieved and released of any and all liability to Directors with respect to such contributions. 7. DISTRIBUTION. (a) No withdrawals may be made from an Account by a Director except as set forth in this Section. Subject to the discretion of the Trustee to accelerate a distribution in the case of unforeseeable financial need or hardship, the number of shares of Common Stock allocated to a Director's Account shall be distributed in annual installments (as nearly equal in amount as possible) over a three (3) year period after a Director ceases to be a Director of 3 4 Regional and the Bank; PROVIDED, HOWEVER, that under no circumstances shall a Director receive any distributions of shares of Common Stock until six months after he ceases to be a Director. In lieu of distributing fractional shares of Common Stock, a Director will receive cash equal to the fair market value of such fractional shares at the close of business on the day preceding the day on which such distribution is made. (b) In the event of the Director's death prior to the time at which distributions have been made pursuant to Section 7(a), the beneficiary or beneficiaries designated by the Director in writing to Regional and the Bank prior to the Director's death or, failing such designation, the Director's estate shall receive the distributions from the Director's Account in the same manner provided in Section 7(a). 8. NON-ASSIGNABLE. The right to receive shares of Common Stock under this Plan shall not be subject to alienation, assignment, garnishment, execution, levy, pledge, sale or transfer of any kind, except by will or by the laws of decent and distribution, and any attempt to cause any such right to receive shares of Common Stock to be so subjected, except by will or by the laws of descent and distribution, shall not be recognized. 9. EXPENSES. Regional and the Bank shall pay all expenses and taxes in connection with the Plan and the Rabbi Trust. 10. PARTIES. The terms of this Plan shall be binding upon Regional, the Bank and their successors or assigns and each Director participating herein and his beneficiaries, heirs, executors and administrators. 11. LIABILITY OF REGIONAL AND THE BANK. Neither Regional, the Bank nor any person acting on behalf of Regional or the Bank shall be liable for any act performed or the failure to 4 5 perform any act with respect to this Plan, except in the event that there has been a judicial determination of willful misconduct on the part of Regional or the Bank or such person. 12. TERMINATION; AMENDMENT. Regional and the Bank may terminate this Plan on ninety (90) days' written notice to each Director participating herein. A termination of the Plan shall have no effect other than to eliminate the right of each Director to defer further compensation under this Plan. The Board of Directors of Regional and the Bank may amend the Plan at any time and from time to time; provided that any such amendments that require stockholder approval under applicable laws and regulations shall also be approved by stockholders of Regional at an annual or special meeting of such stockholders to the extent required by and in accordance with any such laws or regulations. No amendment shall, without the consent of a Director, adversely affect such Director's rights under the Plan. 13. NOTICES; GOVERNING LAW. (a) Notices, elections or designations by a Director to Regional or the Bank hereunder shall be addressed to the attention of the Treasurer of Regional or the Bank, as the case may be. (b) This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware. 5 EX-4.5 3 FIRST AMENDMENT TO DEFERRED INVESTMENT PLAN 1 FIRST AMENDMENT TO DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS A. The Deferred Investment Plan For Outside Directors, as established on November 28, 1990, as subsequently amended and restated, is hereby amended as follows: 1. Section 1 of the Plan is hereby amended by deleting said section in its entirety and substituting therefor the following: "1. PURPOSE. The purpose of the Plan is to provide Directors of Medford Savings Bank (the 'Bank') and Medford Bancorp, Inc. (the 'Holding Company') with deferred benefits upon retirement and to allow Directors to participate in the growth of the Holding Company and the Bank through the acquisition of a beneficial interest in common stock of the Holding Company, par value $0.50 per share (the 'Common Stock')." 2. The Plan is further amended by deleting all references to "Regional" and substituting therefor "the Holding Company." 3. Section 4 is hereby amended by deleting the fourth and fifth sentences thereof and substituting therefore the following: "In succeeding Plan Years, such election shall be made not later than 31 days prior to the commencement of the next succeeding Plan Year. Any such election may be revoked or changed if it is made in writing not later than 31 days prior to the commencement of the next Plan Year, but only as to fees to be earned at and after commencement of the next succeeding Plan Year." 4. Section 13 (b) is hereby amended by deleting the reference to "the State of Delaware" and substituting therefor "the Commonwealth of Massachusetts." B. This First Amendment shall become effective upon the final approval of Medford Bancorp, Inc. as the holding company of Medford Savings Bank. 2 IN WITNESS WHEREOF, this First Amendment has been signed and sealed for and on behalf of Medford Savings Bank and Medford Bancorp, Inc. by their duly authorized officers this twenty-sixth day of November, 1997. MEDFORD SAVINGS BANK By: /s/ Arthur H. Meehan _______________________________________ Arthur H. Meehan Chairman, President and Chief Executive Officer MEDFORD BANCORP, INC. By: /s/ Arthur H. Meehan _______________________________________ Arthur H. Meehan Chairman, President and Chief Executive Officer 2 EX-23.1 4 CONSENT OF WOLF & COMPANY, P.C. 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Medford Bancorp, Inc. (Holding Company for Medford Savings Bank) of our report dated January 24, 1997 appearing in the Medford Savings Bank Annual Report on Form F-2 for the year ended December 31, 1996, which is included in Medford Bancorp, Inc.'s current report on Form 8-K filed with the Securities and Exchange Commission on November 26, 1997. /s/ Wolf & Company, P.C. Boston, Massachusetts December 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----