INVESTMENT ELECTION FORM
------------------------
PARTICIPANT ELECTION TO INVEST IN
PORT FINANCIAL CORP. STOCK
("EMPLOYER STOCK FUND")
SAVINGS BANK EMPLOYEES RETIREMENT ASSOCIATION
401(K) PLAN AS ADOPTED BY
CAMBRIDGEPORT BANK
IF YOU WOULD LIKE TO PARTICIPATE IN THE OFFERING USING AMOUNTS
CURRENTLY IN YOUR ACCOUNT IN THE BANK'S 401(K) PLAN, PLEASE
COMPLETE THIS FORM AND RETURN IT TO ROBERT MONTGOMERY-
RICE IN THE HUMAN RESOURCES DEPARTMENT BY NO LATER THAN
10:00 A.M. ON MARCH 10, 2000.
PARTICIPANT'S NAME (PLEASE PRINT):________________________________________
ADDRESS:__________________________________________________________________
STREET CITY STATE ZIP CODE
SOCIAL SECURITY NUMBER:______________SBERA CERTIFICATE NUMBER:__________
1. BACKGROUND INFORMATION
Port Financial Corp. will be issuing shares of common stock, par value
$ 0.01 per share (the "Common Stock"), to certain depositors and the public (the
"Offering") in connection with the conversion of Cambridgeport Bank from a
mutual holding company to a stock holding company structure.
Participants in the Cambridgeport Bank 401(k) Plan (the "Plan") are
being given an opportunity to direct the trustee of the Plan (the "Trustee") to
purchase Common Stock in the Offering with amounts currently in their Plan
account. In connection therewith, a new investment fund under the Plan--the
"EMPLOYER STOCK FUND"--comprised primarily of Common Stock is being established.
Participants are also being given the opportunity, after the Offering, to direct
future pay deferrals under the Plan to the Employer Stock Fund. Because it is
actually the Plan that purchases the Common Stock, Participants would acquire a
"participation interest" (expressed as units of the Employer Stock Fund) in the
shares and would not own the shares directly.
Prior to making a decision to direct the Trustee to purchase Common
Stock, we strongly urge you to carefully review the Prospectus and the Summary
Plan Description that accompany this Investment Election Form. Your decision to
direct the transfer of amounts credited to your account balances to the Employer
Stock Fund in order to purchase shares of Common Stock in connection with the
Offering is irrevocable. Notwithstanding this irrevocability, Participants may
transfer out some or all of their units in the Employer Stock Fund, if any, and
into one or more of the Plan's other investment funds at such times as are
provided for under the Plan's rules for such transfers.
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INVESTING IN ANY STOCK ENTAILS SOME RISKS AND WE ENCOURAGE YOU TO
DISCUSS YOUR INVESTMENT DECISION WITH YOUR INVESTMENT ADVISOR. NEITHER THE
TRUSTEE NOR THE PLAN ADMINISTRATOR IS AUTHORIZED TO MAKE ANY REPRESENTATIONS
ABOUT THIS INVESTMENT. YOU SHOULD NOT RELY ON ANY INFORMATION OTHER THAN
INFORMATION CONTAINED IN THE PROSPECTUS AND THE SUMMARY PLAN DESCRIPTION IN
MAKING YOUR INVESTMENT DECISION.
Any shares purchased by the Plan based on your election will be subject
to the conditions and restrictions otherwise applicable to Common Stock
purchased directly by you in the Offering. These restrictions are described in
the Prospectus.
2. INVESTMENT ELECTIONS
If you would like to participate in the Offering with amounts currently
in your 401(k) Plan, please complete the box below, indicating what percentage
of each of your current funds you would like to transfer into the Employer Stock
Fund. In calculating the number of shares of Common Stock that the Trustee will
purchase in the Offering based on your election, the Trustee will use your
401(k) account balances as of March 1, 2000. Thus, for example, if your SBERA
Equity Account balance as of March 1, 2000 totals $ 5,000 and you elect below to
transfer 20% from your SBERA Equity Account balance to the Employer Stock Fund,
the Trustee of the Plan will use $ 1,000 (20% of $ 5,000) from your SBERA Equity
Account to purchase 100 shares of Common Stock at a purchase price of $10.00 per
share. You may obtain your account balance information through the Voice
Response System at (888) 723-7201 or through the Internet at WWW.SBERA.COM.
In the event that the Trustee is unable to use the total amount that
you elect below to have transferred into the Employer Stock Fund to purchase
Common Stock due to an oversubscription in the Offering, the amount that is not
invested in the Employer Stock Fund will be reallocated among your other 401(k)
fund investments in the same manner that your current elective pay deferrals are
being allocated.
INDICATE THE WHOLE PERCENTAGE TO BE TRANSFERRED FROM ONE OR MORE OF THE
FOLLOWING FUNDS INTO THE EMPLOYER STOCK FUND:
PERCENTAGE FROM FUND PERCENTAGE FROM FUND
_____% SBERA Money Market _____% Vanguard Index 500
_____% SBERA Equity Account _____% Fidelity Enhanced Index
_____% SBERA Bond Account _____% Putnam Small Cap Equity
_____% SBERA Asset Account _____% Putnam International Equity
NOTE: IF YOU DO NOT COMPLETE THIS BOX, YOU WILL NOT PARTICIPATE IN THE OFFERING
BY USING YOUR 401(K) PLAN FUNDS.
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3. PURCHASER INFORMATION
The ability of participants in the Plan to purchase Common Stock in the
Conversion and to direct their current account balances into the Employer Stock
Fund is based upon the participant's status as an Eligible Account Holder or
Supplemental Eligible Account Holder. Please indicate your status.
a.[ ] Eligible Account Holder-Check here if you were a depositor
with $50.00 or more on deposit with Cambridgeport Bank as of
July 31, 1999.
b.[ ] Supplemental Eligible Account Holder-Check here if you were
a depositor with $50.00 or more on deposit with Cambridgeport
Bank as of September 30, 1999, but are not an Eligible Account
Holder.
c.[ ] Employee of Cambridgeport Bank who does not otherwise qualify
as an Eligible Account Holder or Supplemental Eligible Account
Holder.
4. PARTICIPANT SIGNATURE AND ACKNOWLEDGMENT - REQUIRED
By signing this Election Form, I authorize and direct the Plan Administrator and
Trustee to carry out my instructions. I acknowledge that I have been provided
with and have read a copy of the Prospectus and Summary Plan Description
relating to the issuance of Common Stock that accompany this Investment Election
Form. I am aware of the risks involved in investing in Common Stock and
understand that the Trustee and Plan Administrator are not responsible for my
choice of investment. I understand that my failure to sign this acknowledgment
will make this Investment Election Form null and void.
Participant's Signature:________________________Date Signed:_______________
* * *
THIS FORM MUST BE COMPLETED AND RETURNED TO ROBERT
MONTGOMERY-RICE IN THE HUMAN RESOURCES DEPARTMENT
AT THE BANK BY NO LATER THAN
10:00 A.M. ON MARCH 10, 2000.
This Investment Election Form only covers the investment of your
current account balance in the 401(k) Plan in the Employer Stock Fund. If you
would like to invest future contributions in the Employer Stock Fund, you will
need to change your current investment elections by completing a new investment
election form. These forms are available from the Human Resources Department.