AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2009, is by and between (i) East Boston Savings Bank, a Massachusetts savings bank with its principal executive offices located at 10 Meridian Street, East Boston, Massachusetts 02128, Meridian Interstate Bancorp, Inc., a Massachusetts corporation (“Meridian Bancorp”), Meridian Financial Services, Incorporated, a Massachusetts mutual holding company (“Meridian MHC”), and (ii) Mt. Washington Cooperative Bank, a Massachusetts cooperative bank (“MWCB”). Each of East Boston Savings Bank, Meridian Bancorp, Meridian MHC and MWCB is sometimes individually referred to herein as a “party,” and East Boston Savings Bank, Meridian Bancorp, Meridian MHC and MWCB are collectively sometimes referred to as the “parties.”

1.           Meridian MHC owns a majority of the issued and outstanding capital stock of Meridian Bancorp, which owns all of the issued outstanding capital stock of East Boston Savings Bank. Each of East Boston Savings Bank, Meridian Bancorp and Meridian MHC has its principal offices located in East Boston, Massachusetts;

2.           MWCB is a Massachusetts-chartered mutual cooperative bank with its principal offices located in South Boston, Massachusetts;

3.           The Board of Directors/Trustees of each party deems it advisable and in its best interests, including with respect to East Boston, the depositors of East Boston Savings Bank and the stockholders of Meridian Bancorp, and with respect to MWCB, the shareholders of MWCB, for MWCB to merge with and into East Boston Savings Bank, with East Boston Savings Bank as the surviving entity, all pursuant to the terms, conditions and procedures set forth in this Agreement;

4.           The parties desire to provide for certain undertakings, conditions, representations, warranties and covenants in connection with the transactions contemplated by this Agreement; and

5.           In consideration of the premises and of the mutual representations, warranties and covenants herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

Except as otherwise provided herein, as used in this Agreement, the following terms shall have the indicated meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition Transaction” means any of the following (other than the transactions contemplated hereunder): (i) any merger, consolidation, share exchange, business combination, or other similar

transaction involving MWCB; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more of MWCB’s consolidated assets in a single transaction or series of transactions; or (iii) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

“Affiliate” means, with respect to any Person, any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director.

“Agreement” means this agreement, and any amendment or supplement hereto, which constitutes a “plan of merger” between the EBSB Parties and MWCB.

“Applications” means the applications to be filed with the appropriate Regulatory Authorities requesting approval or nonobjection of the transactions described in this Agreement.

“BHCA” means the Bank Holding Company Act of 1956, as amended.

“Board of Directors” means the Board of Directors or Board of Trustees of MWCB, Meridian Bancorp, East Boston Savings Bank or Meridian MHC, as applicable.

“Closing Date” means the date determined by EBSB, in consultation with and upon no less than five (5) days prior written notice to MWCB, but in no event later than fifteen (15) business days after the last condition precedent pursuant to this Agreement has been fulfilled or waived (including the expiration of any applicable waiting period), or such other date as to which the parties shall mutually agree.

“Commissioner” means the Commissioner of Banks of the Commonwealth of Massachusetts, and includes the Division as appropriate.

“Division” means the Massachusetts Division of Banks.

“EBSB” means the EBSB Parties and/or any direct or indirect Subsidiary of such entities.

“EBSB Disclosure Schedules” means the Disclosure Schedules delivered by EBSB to MWCB pursuant to Article III of this Agreement.

“EBSB Financials” means (i) the audited consolidated financial statements of Meridian Bancorp as of December 31, 2008 and 2007 and for the three years ended December 31, 2008, including the notes thereto, included in Securities Documents filed by Meridian Bancorp, and (ii) the unaudited interim consolidated financial statements of Meridian Bancorp as of each calendar quarter following December 31, 2008 included in Securities Documents filed by Meridian Bancorp.

“EBSB Parties” means East Boston Savings Bank, Meridian Bancorp and Meridian MHC.

“EBSB Subsidiary” means any corporation, 50% or more of the capital stock of which is owned, either directly or indirectly, by Meridian Bancorp, and includes East Boston Savings Bank, except that it does not include any corporation the stock of which is held in the ordinary course of the lending activities of East Boston Savings Bank.

“Environmental Law” means any Federal or state law, statute, rule, regulation, code, judgment, common law or agreement with any Federal or state governmental authority, and any decree, injunction or order entered with or by any governmental authority that is binding upon MWCB relating to (i) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), (ii) human health or safety, or (iii) exposure to, or the use, storage, recycling, treatment, generation, transportation,  processing, handling, labeling, production, release or disposal of, Hazardous Material, in each case as amended and now in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder.

“FDIA” means the Federal Deposit Insurance Act, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“FHLB” means the Federal Home Loan Bank.

“FRB” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Boston, as appropriate.

“GAAP” means generally accepted accounting principles as in effect at the relevant date and consistently applied.

“Hazardous Material” means any substance (whether solid, liquid or gas) that is detrimental to human health or safety or to the environment and currently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including any material containing any such substance as a component. Hazardous Material includes, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance, oil or petroleum, or any derivative or by-product thereof, radon, radioactive material, friable asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl.

“IRC” means the Internal Revenue Code of 1986, as amended.

“IRS” means the Internal Revenue Service.

“Knowledge” as used with respect to a Party (including references to such Party being aware of a particular matter) means those facts that are known or should have been known by the executive officers and directors of such Party, and includes any facts, matters or circumstances set forth in any written notice from any Bank Regulator or any other material written notice received by that Party.

“Material Adverse Effect” shall mean, with respect to EBSB or MWCB, any effect that is material and adverse to its financial condition or results of operations on a consolidated basis, except for any material adverse effect caused by (i) any individual or combination of changes occurring after the date hereof in any Federal or state law, rule or regulation or in GAAP, which change(s) affect(s) financial institutions and/or their holding companies generally, (ii) any modifications or changes to MWCB’s

valuation policies and practices in connection with the transactions contemplated hereby or restructuring charges taken in connection with the transactions contemplated hereby, in each case in accordance with GAAP and with EBSB’s prior written consent, (iii) changes after the date of this Agreement in economic conditions affecting financial institutions generally and not disproportionately affecting MWCB or EBSB, including, but not limited to, changes in levels of interest rates generally, (iv) the effects of compliance with this Agreement on the operating performance of MWCB and EBSB, including the expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (v) the effects of any action or omission taken by MWCB with the prior written consent of EBSB, and vice versa, or as otherwise expressly permitted or contemplated by this Agreement.

“Meridian Bancorp” means Meridian Interstate Bancorp, Inc., a Massachusetts corporation having its principal place of business located at 10 Meridian Street, East Boston, Massachusetts.

“Meridian MHC” means Meridian Financial Services, Incorporated, a Massachusetts mutual holding company having its principal place of business located at 10 Meridian Street, East Boston, Massachusetts.

“Merger” means the merger of MWCB with and into East Boston Savings Bank, with East Boston Savings Bank as the surviving entity.

“Merger Effective Time” shall mean the date and time upon which the articles of merger with respect to the Merger is filed with the Secretary of the Commonwealth of Massachusetts, or as otherwise stated in the articles of merger, in accordance with the MGL.

“MGL” means the Massachusetts General Laws.

“MWCB” means Mt. Washington Cooperative Bank, a Massachusetts-chartered mutual cooperative bank having its principal place of business located at 430 West Broadway, South Boston, Massachusetts 02127.

“MWCB Disclosure Schedules” means the Disclosure Schedules delivered by MWCB to EBSB pursuant to Article III of this Agreement.

“MWCB Employee Plan” has the meaning given to that term in Section 3.12 of this Agreement.

“MWCB Financials” means (i) the audited consolidated financial statements of MWCB as of June 30, 2008 and 2007 and for the three years ended June 30, 2008, including the notes thereto, and (ii) any unaudited interim consolidated financial statements of MWCB as of each calendar quarter following June 30, 2008.

“MWCB Regulatory Reports” means the Call Reports of MWCB and accompanying schedules, as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2007, through the Closing Date.

“MWCB Subsidiary” means any corporation, 50% or more of the capital stock of which is owned, either directly or indirectly, by MWCB, except that it does not include any corporation the stock of which is held in the ordinary course of the lending activities of MWCB.

“Person” means any individual, corporation, partnership, joint venture, association, trust or “group” (as that term is defined under the Exchange Act).

“Regulatory Agreement” has the meaning given to that term in Section 3.11(b) of this Agreement.

“Regulatory Authority” or “Regulatory Authorities” means any agency or department of any Federal or state government having supervisory jurisdiction over the parties and the transactions contemplated by this Agreement, including without limitation the FRB, the FDIC, the Division and the Commissioner.

“Right” means any warrant, option, right, convertible security or other capital stock equivalent that obligates an entity to issue its securities.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

“Securities Documents” means all registration statements, schedules, statements, forms, reports, proxy material, and other documents required to be filed under the Securities Laws.

“Securities Laws” means the Securities Act and the Exchange Act and the rules and regulations promulgated from time to time thereunder.

“Stock Issuance” means the issuance of common stock by Meridian Bancorp to Meridian MHC pursuant to Section 2.04 of this Agreement.

“Subsidiary” means any corporation, 50% or more of the capital stock of which is owned, either directly or indirectly, by another entity, except any corporation the stock of which is held as security by either EBSB or MWCB, as the case may be, in the ordinary course of their lending activities.

The Merger will be effected as follows:

(a)            The Merger. MWCB shall merge with and into East Boston Savings Bank with East Boston Savings Bank as the surviving entity. The separate existence of MWCB shall cease, and all of the property (real, personal and mixed), rights, powers and duties and obligations of MWCB shall be transferred to and assumed by East Boston Savings Bank as the surviving entity in the Merger, without further act or deed, all in accordance with the MGL and regulations of the Commissioner.  As a result of the Merger, each holder of a deposit account in MWCB as of the Merger Effective Time shall have the same rights and privileges in East Boston Savings Bank as if the deposit account had been established at East Boston Savings Bank, and all deposit accounts established at MWCB prior to the Merger Effective Time shall confer on a depositor the same rights and privileges in East Boston Savings Bank as if such deposit account had been established at East Boston Savings Bank on the date established at MWCB, including without limitation for purposes of any subscription rights in any future conversion of Meridian MHC to stock form.

(b)            Modification of Structure . Notwithstanding any provision of this Agreement to the contrary, Meridian Bancorp may, subject to the filing of all necessary applications and the receipt of all required regulatory approvals, modify the structure of the transactions described in this Section 2.01, and the parties shall enter into such alternative transactions, so long as (i) there are no adverse tax consequences to any of the shareholders of MWCB as a result of such modification, (ii) such modification will not affect the other terms of this Agreement, and (iii) such modification will not materially delay or jeopardize receipt of any required regulatory approvals required under Section 6.01.

At and after the Merger Effective Time, each share of Meridian Bancorp Common Stock issued and outstanding immediately prior to the Merger Effective Time shall remain an issued and outstanding share of common stock of Meridian Bancorp and shall not be affected by the Merger, and each share of East Boston Savings Bank Common Stock issued and outstanding immediately prior to the Bank Merger Effective Time shall remain an issued and outstanding share of Common Stock of East Boston Savings Bank and shall not be affected by the Merger.

(a)            EBSB.  As of the Merger Effective Time, Edward Merritt and one (1) other member of the Board of Directors of MWCB, as selected by Meridian Bancorp, shall be appointed to the Board of Directors of Meridian Bancorp .

(b)            Meridian Charitable Foundation.   As of the Merger Effective Time, the Board of Directors of the Meridian Charitable Foundation will be expanded by two (2) members and such Board will select two (2) current members of the MWCB Board to serve on such Board.

(c)            MWCB Charitable Foundation.   As of the Merger Effective Time, the Board of Directors of the MWCB Charitable Foundation will be expanded by a number of members who shall be members of the Board of Directors of East Boston Savings Bank such that, as of the Merger Effective Time, a majority of the Board of Directors of the MWCB Charitable Foundation will consist of directors of East Boston Savings Bank.

To reflect the value of MWCB that is transferred to EBSB in the Merger, a pro forma market valuation/appraisal of MWCB as of June 30, 2009 will be performed by two (2) independent appraisers, with one (1) selected by MWCB and one (1) selected by Meridian Bancorp. Such pro forma market valuation/appraisal will be updated as of a date no earlier than 20 days prior to the Merger Effective Time.  The average of the two initial valuations shall be the “Initial Appraised Valuation.”  Upon consummation of the Merger, a number of shares of Meridian Bancorp common stock having a value, calculated below, equal to the average of the two updated appraised valuations of MWCB (such average, the “Updated Appraised Valuation”) shall be issued to Meridian MHC.   The number of shares of Meridian Bancorp to be issued shall be equal to (i) the Updated Appraised Valuation, divided by (ii) the average of the closing sales price of a share of Meridian Bancorp common stock, as reported on Nasdaq stock market, for the twenty (20) consecutive trading days ending on the second trading day preceding the date as of which the shares are to be issued.

MWCB represents and warrants to EBSB that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the MWCB Disclosure Schedules delivered to EBSB on the date hereof, and except as to any representation or warranty which relates to a specific date. MWCB has made a good faith effort to ensure that the disclosure on each schedule of the MWCB Disclosure Schedules corresponds to the section reference herein. However, for purposes of the MWCB Disclosure Schedules, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant.

(a)           MWCB is a cooperative bank organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.  The only Subsidiary of MWCB is Mt. Washington Investment LLC.  The deposits of MWCB are insured by the FDIC and the Share Insurance Fund of The Co-operative Central Bank to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due by MWCB.

(b)           MWCB is a member in good standing of the FHLB of Boston and owns the requisite amount of stock therein.

(c)           The minute books of MWCB accurately record, in all material respects, all material corporate actions of its shareholders and board of directors (including committees) through the date of this Agreement.

(d)           Prior to the date of this Agreement, MWCB has made available to EBSB true and correct copies of the articles of organization and bylaws of MWCB.

MWCB has no authorized stock, and there are no shares of stock of MWCB issued or outstanding. Neither MWCB nor any MWCB Subsidiary has or is bound by any Right of any character relating to the purchase, sale, issuance or voting of, or right to receive dividends or other distributions on, any shares of MWCB stock, or any other security of MWCB or any MWCB Subsidiary, or any securities representing the right to vote, purchase or otherwise receive any shares of MWCB or any other security of MWCB.

(a)           MWCB has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MWCB and the completion by MWCB of the transactions contemplated hereby have been duly and validly approved by the requisite vote of the Board of Directors of MWCB and, except for any required approval from the shareholders of MWCB, no other proceedings on the part of MWCB are necessary to complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by MWCB and, subject to the approval of the shareholders of MWCB and the receipt of the required approvals of the Regulatory Authorities, constitutes the valid and binding obligation of MWCB, enforceable against

MWCB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity.

(b)           Subject to the approval of the shareholders of MWCB, and receipt of the approvals from the Regulatory Authorities and the compliance by MWCB and EBSB with any conditions contained therein,

(A)           the execution and delivery of this Agreement by MWCB,

(B)           the consummation of the transactions contemplated hereby, and

(C)           compliance by MWCB with any of the terms or provisions hereof,

will not: (i) conflict with or result in a material breach of any provision of the articles of organization or bylaws of MWCB or the articles of organization of any MWCB Subsidiary; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the MWCB or any of the properties or assets of MWCB; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of MWCB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other investment or obligation to which MWCB of the MWCB Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (iii) above, for violations which, individually or in the aggregate, would not have a Material Adverse Effect on MWCB.

Except for the consents, waivers, approvals, filings and registrations from or with the Regulatory Authorities and compliance with any conditions contained therein, and the approval of the shareholders of MWCB, no consents, waivers or approvals of, or filings or registrations with, any public body or governmental authority are necessary, and, to the best knowledge of MWCB, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary, in connection with (a) the execution and delivery of this Agreement by MWCB, and (b) the completion by MWCB of the transactions described in this Agreement.

(a)           MWCB has previously made available to EBSB the MWCB Regulatory Reports. The MWCB Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and changes in equity of MWCB as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.

(b)           MWCB has previously made available to EBSB the MWCB Financials. The MWCB Financials (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated

financial condition, results of operations, cash flows and changes in equity of MWCB as of and for the respective periods ending on the dates thereof and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as indicated therein.

(c)           At the date of each balance sheet included in the MWCB Financials or the MWCB Regulatory Reports, MWCB did not have, and will not have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MWCB Financials or MWCB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies that are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

MWCB and the MWCB Subsidiaries are members of the same affiliated group within the meaning of IRC Section 1504(a). MWCB has duly filed all Federal, state and local tax returns required to be filed by or with respect to it on or prior to the date hereof (all such returns being accurate and correct in all material respects) and has duly paid or has made provisions for the payment of, all Federal, state and local taxes which have been incurred by or are due or claimed to be due from MWCB by any taxing authority or pursuant to any written tax sharing agreement on or prior to the date hereof other than taxes or other charges which (i) are not delinquent, (ii) are being contested in good faith, or (iii) have not yet been fully determined. As of the date of this Agreement, there is no audit examination, deficiency assessment, tax investigation or refund litigation with respect to any taxes of MWCB, and no claim has been made by any authority in a jurisdiction where MWCB does not file tax returns that MWCB is subject to taxation in that jurisdiction. MWCB has not executed an extension or waiver of any statute of limitations on the assessment or collection of any material tax due that is currently in effect. MWCB has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder, and MWCB has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the IRC and similar applicable state and local information reporting requirements.

(a)           Except as set forth in MWCB Disclosure Schedule 3.08(a), MWCB is not a party to or subject to:

(i)           any employment, change in control, consulting or severance contract, agreement or material arrangement with any past or present officer, director or employee of MWCB;

(ii)           any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of MWCB;

(iii)           any collective bargaining agreement with any labor union relating to employees of MWCB;

(iv)           any agreement which by its terms limits the payment of dividends by MWCB;

(v)           any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which MWCB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, advances from the FHLB of Boston, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “Federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to EBSB; or

(vi)           any contract (other than this Agreement) limiting the freedom, in any material respect, of MWCB to engage in any type of banking or bank-related business in which MWCB is permitted to engage under applicable law as of the date of this Agreement.

(b)           True and correct copies of agreements, plans, contracts, arrangements and instruments referred to in Section 3.08(a), have been made available to EBSB on or before the date hereof, are listed in and attached to MWCB Disclosure Schedule 3.08(a) and are in full force and effect on the date hereof, and MWCB (nor, to the Knowledge of MWCB, any other party to any such contract, plan, arrangement or instrument) has not materially breached any provision of, or is in default in any respect under any term of, any such contract, plan, arrangement or instrument. Except as set forth in the MWCB Disclosure Schedule 3.08(b), no party to any material contract, plan, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, plan, arrangement or instrument as a result of the execution of, and the transactions contemplated by, this Agreement.  Except as set forth in MWCB Disclosure Schedule 3.08(b), none of the employees (including officers or board members) of MWCB possesses the right to terminate his/her employment or service, as applicable, and receive or be paid (or cause MWCB to accrue on his/her behalf) benefits solely as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.  No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which MWCB is a party or under which MWCB may be liable contains provisions which permit any employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder.  Except as set forth in MWCB Disclosure Schedule 3.08(b), no such agreement, plan, contract, or arrangement provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of MWCB or upon the occurrence of a subsequent event.

(a)           MWCB has good and, as to real property, marketable title to all material assets and properties owned by MWCB in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the MWCB Regulatory Reports and in the MWCB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Boston, inter-bank credit facilities, or any transaction by MWCB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent

or which are being contested in good faith. MWCB, as lessee, has the right under valid and subsisting leases of real and personal properties used by MWCB in the conduct of its businesses to occupy or use all such properties as presently occupied and used by it. Except as disclosed in MWCB Disclosure Schedule 3.09(a), such existing leases and commitments to lease constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the MWCB Financials.

(b)           With respect to all material agreements pursuant to which MWCB has purchased securities subject to an agreement to resell, if any, MWCB has a lien or security interest (which to the Knowledge of MWCB is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

(c)           MWCB currently maintains insurance considered by MWCB to be reasonable for its operations, in accordance with good business practice. MWCB has not received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by MWCB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years MWCB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. MWCB Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by MWCB.

Except as disclosed in MWCB Disclosure Schedule 3.10, MWCB is not a party to any, and there are no pending or, to the best of the knowledge of MWCB, threatened legal, administrative, arbitration or other proceedings, actions or governmental investigations of any nature (i) against MWCB, (ii) to which the assets of MWCB are or may be subject, (iii) challenging the validity or propriety of any of the transactions contemplated by this Agreement, or (iv) which could adversely affect the ability of MWCB to perform under this Agreement, except for any proceedings, claims, actions, investigations or inquiries referred to in clauses (i) or (ii) which, if adversely determined, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MWCB.

(a)           MWCB and each MWCB Subsidiary holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its businesses under, and has complied in all material respects with, applicable laws, statutes, orders, rules or regulations of any Federal, state or local governmental authority relating to it, other than where such failure to hold or such noncompliance will neither result in a limitation in any material respect on the conduct of its business nor otherwise have a Material Adverse Effect on MWCB. MWCB and each MWCB Subsidiary, directly or indirectly, owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights and any applications therefor, technology, know-how and tangible or intangible proprietary information or material that are material to the business of MWCB.

(b)              MWCB and each MWCB Subsidiary is in substantial compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its

relationship with its employees, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act and all other applicable fair lending laws and other laws relating to discriminatory business practices.  The most recent regulatory rating given to MWCB as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or better.

(c)           Without limiting the foregoing, MWCB and each of MWCB Subsidiary is operating in compliance with: (i) the federal Bank Secrecy Act, as amended, (the “USA Patriot Act”), and the regulations promulgated thereunder, any order issued with respect to anti-money laundering by the U.S Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering law, statute, rule or regulation, and (ii) applicable privacy or customer information requirements contained in any federal or state privacy laws and regulations, including, without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder.  The board of directors of MWCB and each of its Subsidiaries that qualifies as a “financial institution” under applicable anti-money laundering laws has (x) adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification certification procedures that has not been deemed ineffective by any Regulatory Authority and that meets the requirements of Section 352 of the USA Patriot Act and the regulations thereunder, and (y) during the past three years, implemented such anti-money laundering mechanisms and kept and filed all material reports and other necessary material documents as required by, and otherwise complied with, applicable anti-money laundering laws.

(d)           MWCB has not received any notification or communication from any Regulatory Authority (i) asserting that MWCB is not in material compliance with any of the statutes, regulations or ordinances that such Regulatory Authority enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to MWCB; (iii) requiring or threatening to require MWCB, or indicating that MWCB may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of MWCB, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any material manner the operations of MWCB, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a  “Regulatory Agreement”). MWCB has not consented to or entered into any currently effective Regulatory Agreement.

(a)           MWCB Disclosure Schedule 3.12(a) contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, “employee benefit plans,” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any present or former directors, officers or other employees of MWCB (hereinafter collectively referred to as the  “MWCB Employee Plans” and individually as a “MWCB Employee Plan”). If such plan, contract, agreement or arrangement is funded through a trust or third party funding vehicle, such as an insurance contract, MWCB Disclosure Schedule 3.12 (a) includes such trust or other funding arrangement.

(b)           Each of the MWCB Employee Plans complies in all material respects with all applicable requirements of ERISA, the IRC and other applicable laws; and there has occurred no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the IRC) for which no statutory exemption exists under Section 408(b) of ERISA or Section 4975(d) of the IRC or for which no administrative exemption has been granted under Section 408(a) of ERISA.

(c)           Except as set forth in MWCB Disclosure Schedule 3.12(c), no liability, other than PBGC premiums arising in the ordinary course of business, has been or is expected by MWCB to be incurred with respect to any MWCB Employee Plan which is a defined benefit plan subject to Title IV of ERISA (“MWCB Defined Benefit Plan”), or with respect to any “single-employer plan” (as defined in Section 4001(a) of ERISA) currently or formerly maintained by MWCB or any entity which is considered one employer with MWCB under Section 4001(b)(1) of ERISA or Section 414 of the IRC (an “ERISA Affiliate”) (such plan hereinafter referred to as an “ERISA Affiliate Plan”).  Except as set forth in MWCB Disclosure Schedule 3.12(c), no MWCB Defined Benefit Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof.  Except as set forth in MWCB Disclosure Schedule 3.12(c), the fair market value of the assets of each MWCB Defined Benefit Plan exceeds the present value of the benefits guaranteed under Section 4022 of ERISA under such MWCB Defined Benefit Plan as of the end of the most recent plan year with respect to the respective MWCB Defined Benefit Plan ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such MWCB Defined Benefit Plan as of the date hereof; and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any MWCB Defined Benefit Plan within the 12-month period ending on the date hereof. Except as set forth in MWCB Disclosure Schedule 3.12(c), MWCB has not provided, nor is required to provide, security to any MWCB Defined Benefit Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the IRC or has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result in the imposition of a lien under Section 412(n) of the IRC or pursuant to ERISA.  To the Knowledge of MWCB, and except as set forth in MWCB Disclosure Schedule.3.12(c), there is no pending investigation or enforcement action by any Bank Regulator with respect to any Employee Plan or any ERISA Affiliate Plan.

(d)           Each MWCB Employee Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the IRC (a “Qualified Plan”) has received a favorable determination letter from the IRS, and MWCB is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or, to the Knowledge of MWCB, threatened litigation, administrative action or proceeding relating to any MWCB Employee Plan. There has been no announcement or commitment by MWCB to create an additional MWCB Employee Plan, or to amend any MWCB Employee Plan, except for amendments required by applicable law; and, except as specifically identified in MWCB Disclosure Schedules, MWCB does not have any obligations for post-retirement or post-employment benefits under any MWCB Employee Plan that cannot be amended or terminated upon 60 days’ notice or less without incurring any liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the IRC, or similar state laws, the cost of which is borne by the insured individuals. With respect to each MWCB Employee Plan, MWCB has supplied to EBSB a true and correct copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such MWCB Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such MWCB Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such MWCB Employee Plan, if the MWCB Employee Plan is subject to Title I of

ERISA, and (E) the most recent determination letter issued by the IRS if such Employee Plan is a Qualified Plan. All accrued contributions and other payments required to be made by MWCB to any MWCB Employee Plan through the date hereof, have been made or reserves adequate for such purposes, as of the date hereof, have been set aside therefore and reflected in MWCB consolidated financial statements to the extent required by GAAP, and MWCB has expensed and accrued as a liability the present value of future benefits under each MWCB Employee Plan for financial reporting purposes to the extent required by GAAP.  MWCB has no commitment to create any additional MWCB Employee Plan except as may be contemplated herein, or to materially modify, change or renew any existing MWCB Employee Plan (any modification or change that increases the cost of such plans would be deemed material), except as required to maintain the qualified status thereof or as otherwise may be required by law.

(e)           No compensation payable by MWCB to any of its employees under any MWCB Employee Plan (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the IRC.

(f)           Except as set forth on MWCB Disclosure Schedule 3.12(f), MWCB does not have any liability for any post-retirement health, medical or similar benefit of any kind whatsoever, except as required by statute or regulation. With respect to any benefit set forth on MWCB Disclosure Schedule 3.12(f), such schedule identifies the method of funding and the funded status of such benefit.

(g)           All MWCB Employee Plans that are group health plans have been operated in compliance with the group health plan continuation requirements of Section 4980B of the IRC and Sections 601-609 of ERISA and with the certification of prior coverage and other requirements of Sections 701-702 and 711-713 of ERISA.

Except as set forth in MWCB Disclosure Schedule 3.13, neither MWCB, nor any of its officers, directors, employees or agents, has engaged or retained any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement, which has not been reflected in the MWCB Financials.

(a)           To the Knowledge of MWCB, neither the conduct nor operation of their business nor any condition of any property currently or previously owned or operated by MWCB or any MWCB Subsidiary (including, without limitation, in a fiduciary or agency capacity), or on which any of them holds a lien, results or resulted in a violation of any Environmental Laws that is reasonably likely to impose a material liability (including a material remediation obligation) upon MWCB or any of MWCB Subsidiary.  To the Knowledge of MWCB, no condition has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result in any material liability to MWCB or any MWCB Subsidiary by reason of any Environmental Laws.  Neither MWCB nor any MWCB Subsidiary has received any written notice from any Person that MWCB or any MWCB Subsidiary or the operation or condition of any property ever owned, operated, or held as collateral or in a fiduciary capacity by any of them is currently in violation of or otherwise are alleged to have financial exposure under any Environmental Laws or relating to Hazardous Materials (including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any Hazardous Materials

at, on, beneath, or originating from any such property) for which a material liability is reasonably likely to be imposed upon MWCB or any MWCB Subsidiary.

(b)           There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to MWCB’s Knowledge, threatened, before any court, governmental agency or other forum against MWCB or any MWCB Subsidiary (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Hazardous Materials, whether or not occurring at or on a site owned, leased or operated by MWCB or any MWCB Subsidiary.

(a)           Except as set forth in MWCB Disclosure Schedule 3.15, MWCB is not a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases and credit enhancements) (collectively, “Loans”) the unpaid principal balance of which exceeds $50,000 and as to which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest.  To the Knowledge of MWCB, all of the Loans originated and held currently and at the Merger Effective Time by MWCB, and a