FEDERAL STOCK CHARTER
REVERE FEDERAL BANK
SECTION 1. CORPORATE TITLE. The full corporate title of the savings bank is
Revere Federal Savings Bank (the "Bank").
SECTION 2. OFFICE. The home office shall be located in Revere, in the
county of Suffolk, Commonwealth of Massachusetts.
SECTION 3. DURATION. The duration of the Bank is perpetual.
SECTION 4. PURPOSE AND POWERS. The purpose of the Bank is to pursue any or
all of the lawful objectives of a Federal savings bank chartered under Section 5
of the Home Owners' Loan Act and to exercise all of the express, implied, and
incidental powers conferred thereby and by all acts amendatory thereof and
supplemental thereto, subject to the Constitution and laws of the United States
as they are now in effect, or as they may hereafter be amended, and subject to
all lawful and applicable rules, regulations, and orders of the Office of Thrift
Supervision (the "Office").
SECTION 5. CAPITAL STOCK. The total number of shares of all classes of the
capital stock which the Bank has the authority to issue is 6,000,000 of which
5,000,000 shares shall be common stock, par value $.01 per share, and of which
1,000,000 shares shall be serial preferred stock, no par value per share. The
shares may be issued from time to time as authorized by the board of directors
without the approval of the stockholders, except as otherwise provided in this
Section 5 or to the extent that such approval is required by governing law,
rule, or regulation. The consideration for the issuance of the shares shall be
paid in full before their issuance and shall not be less than the par value.
Neither promissory notes nor future services shall constitute payment or part
payment for the issuance of shares of the Bank. The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted to the Bank), labor or services actually
performed for the Bank, or any combination of the foregoing. In the absence of
actual fraud in the transaction, the value of such property, labor, or services,
as determined by the board of directors of the Bank, shall be conclusive. Upon
payment of such consideration, such shares shall be deemed to be fully paid and
nonassessable. In the case of a stock dividend, that part of the surplus of the
Bank which is transferred to stated capital upon the issuance of shares as a
share dividend shall be deemed to be the consideration for their issuance.
Except for the initial offering of shares of the Bank, no shares of capital
stock (including shares issuable upon conversion, exchange or exercise of other
securities) shall be issued, directly or indirectly, to officers, directors, or
controlling persons of the Bank other than as part of a general public offering
or as qualifying shares to a director, unless their issuance or the plan under
which they would be issued has been approved by a majority of the total votes
eligible to be cast at a legal meeting.
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Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share except as
to the cumulation of votes for the election of directors; provided, that this
restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of the board of
directors, less than a majority thereof, in the event of default in the payment
of dividends on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or consolidation of
the Bank with another corporation or the sale, lease or conveyance (other than
by mortgage or pledge) of properties or business in exchange for securities of a
corporation other than the Bank if the preferred stock is exchanged for
securities of such other corporation; provided, that no provision may require
such approval for transactions undertaken with the assistance or pursuant to the
direction of the Office, the Federal Deposit Insurance Corporation, [or the
Resolution Trust Corporation];
(iii) To any amendment which would adversely change the specific terms
of any class or series of capital stock as set forth in this Section 5 (or in
any supplementary sections hereto), including any amendment which would create
or enlarge any class or series ranking prior thereto in rights and preferences.
An amendment which increases the number of authorized shares of any class or
series of capital stock, or substitutes the surviving savings bank in a merger
or consolidation for the Bank, shall not be considered to be such an adverse
change.
A description of the different classes and series (if any) of the Bank's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series (if any)
of capital stock are as follows:
A. COMMON STOCK. Except as provided in this Section 5 (or in any
supplementary sections hereto) the holders of the common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to payment of dividends, the full amount of dividends
and of sinking fund, retirement fund or other retirement payments, if any, to
which such holders are respectively entitled in preference to the common stock,
then dividends may be paid on the common stock and on any class or series of
stock entitled to participate therewith as to dividends out of any assets
legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the Bank,
the holders of the common stock (and the holders of any class or series of stock
entitled to participate with the common stock in the distribution of assets)
shall be entitled to receive, in cash or in kind, the assets of the Bank
available for distribution remaining after: (i) payment or provision for payment
of the
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Bank's debts and liabilities; (ii) distributions or provisions for distributions
in settlement of any liquidation account; and (iii) distributions or provisions
for distributions to holders of any class or series of stock having preference
over the common stock in the liquidation, dissolution, or winding up of the
Bank. Each share of common stock shall have the same relative rights as and be
identical in all respects with all the other shares of common stock.
B. PREFERRED STOCK. The Bank may provide in supplementary sections to its
charter for one or more classes of preferred stock, which shall be separately
identified. The shares of any class may be divided into and issued in series,
with each series separately designated so as to distinguish the shares thereof
from the shares of all other series and classes. The terms of each series shall
be set forth in a supplementary section to the charter. All shares of the same
class shall be identical except as to the following relative rights and
preferences, as to which there may be variations between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the shares
of such series, whether dividends shall be cumulative and, if so, from which
date(s), the payment date(s) for dividends, and the participating or other
special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such series;
(d) Whether the shares of such series shall be redeemable and, if so, the
price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) The amount(s) payable upon the shares of such series in the event of
voluntary or involuntary liquidation, dissolution, or winding up of the Bank;
(f) Whether the shares of such series shall be entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption of such
shares, and if so entitled, the amount of such fund and the manner of its
application, including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of the Bank and,
if so, the conversion price(s) or the rate(s) of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such series
shall be issued; and
(i) Whether the shares of such series which are redeemed or converted shall
have the status of authorized but unissued shares of serial preferred stock and
whether such shares may be reissued as shares of the same or any other series of
serial preferred stock.
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Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The board of directors shall have authority to divide, by the adoption of
supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established by a
supplementary charter section adopted by the board of directors, the Bank shall
file with the Secretary of the Office a dated copy of that supplementary section
of this charter establishing and designating the series and fixing and
determining the relative rights and preferences thereof.
SECTION 6. PREEMPTIVE RIGHTS. Holders of the capital stock of the Bank
shall not be entitled to preemptive rights with respect to any shares of the
Bank which may be issued.
SECTION 7. DIRECTORS. The Bank shall be under the direction of a board of
directors. The authorized number of directors, as stated in the Bank's bylaws,
shall not be fewer than five nor more than fifteen, except when a greater number
or lesser is approved by the Director of the Office, or his or her delegate.
SECTION 8. BENEFICIAL OWNERSHIP LIMITATION. Notwithstanding anything
contained in the Bank's charter or bylaws to the contrary, for a period of five
years from the date of this charter no person shall directly or indirectly offer
to acquire or acquire the beneficial ownership of more than 10 percent of any
class of an equity security of the Bank. This limitation shall not apply to a
transaction in which the Bank forms a holding company without change in the
respective beneficial ownership interests of its stockholders other than
pursuant to the exercise of any dissenter and appraisal rights, the purchase of
shares by underwriters in connection with a public offering, or the purchase of
shares by a tax-qualified employee stock benefit plan which is exempt from the
approval requirements under 574.3(c)(l)(vi) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, all shares
beneficially owned by any person in excess of 10% shall be considered "excess
shares" and shall not be counted as shares entitled to vote and shall not be
voted by any person or counted as voting shares in connection with any matters
submitted to the stockholders for a vote.
For the purposes of this Section 8, the following definitions apply:
(1) The term "person" includes and individual, a group acting in concert, a
corporation,, a partnership, an association, a joint stock company, a trust, an
unincorporated organization or similar company, a syndicate or any other group
formed for the purpose of acquiring, holding or disposing of the equity
securities of the Bank.
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(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether affected
by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation in a joint
activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangements,
whether written or otherwise.
SECTION 9. CUMULATIVE VOTING LIMITATION. Stockholders shall not be
permitted to cumulate their votes for election of directors.
SECTION 10. CALL FOR SPECIAL MEETINGS. Special meetings of stockholders
relating to changes in control of the Bank or amendments to its charter shall be
called only upon direction of the Board of Directors.
SECTION 11. DEPOSIT ACCOUNTS. In any situation in which the priority of the
accounts of the Bank is in controversy, all such accounts shall, to the extent
of their withdrawable value, be debts of the Bank having at least as high a
priority as the claims of general creditors of the Bank not having priority
(other than any priority arising or resulting from consensual subordination)
over other general creditors of the Bank.
SECTION 12. AMENDMENT OF CHARTER. Except as provided in Section 5 hereof,
no amendment addition, alteration, change, or repeal of this charter shall be
made, unless such is first proposed by the board of directors of the Bank, then
preliminarily approved by the Office, which preliminary approval may be granted
by the Office pursuant to regulations specifying preapproved charter amendments,
and thereafter approved by the stockholders by a majority of the total votes
eligible to be cast at a legal meeting. Any amendment, addition, alteration,
change, or repeal so acted upon shall be effective upon filing with the Office
in accordance with regulatory procedures or on such other date as the Office may
specify in its preliminary approval.
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REVERE BANCORP, INC.
Attest: By:
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Ernest F. Becker James J. McCarthy
Secretary President and Chief Executive Officer
OFFICE OF THRIFT SUPERVISION
Attest: By:
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Secretary Director
Date:
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